The Anachronous
by Fiona Fargazer
Summary: Doctor Octopus happens upon a person of interest, yet he did not expect to be running into himself. In returning younger Otto to his correct time he soon has his own time machine. Thinking to use it for his own advantage he finds that he is unable to escape the time trap he creates in which he is in danger of destroying his very existence as Doctor Octopus and perhaps Otto himself.
1. Chapter 1

JMJ

ONE

In part he wished that he had never come up with that idea of having his base of operations at the asylum. Naturally it had been a plot worthy of remembrance: to run his master plan from a hospital bed so cleverly while faking a desire for a cure from a mental condition that did not exist. Old school, perhaps, but the proven schemes are proven for a reason. No matter how many times they are committed fools never catch on to them. But the doctors could not be blamed entirely. After all the short round physique, the baby face, and the tremulous little voice of Octavius had been put to good use.

Who would have suspected the behind the shudders and whimpers of such a pitiful mass writhing with guilt and terror in the bowels of the psychiatric system would be laughing inside at the incompetence of a concerned staff? They would be better suited for soothing traumatized children than trying their hands at hardened criminal masterminds.

But now he had been exposed for some time. His master plan had been foiled, and a long time of evading capture while playing with crime lords, manipulating super criminals, and toying with vixens came to an end after a fight with Spiderman. Interestingly enough, though few believed he could ever be "cured", the state seemed to prefer him locked away in an asylum like some lunatic out of Gotham than to be sent off to prison. Every time he escaped afterwards (this being the second time since the battle for the city against Silver Mane and L. Thompson Lincoln) Ravencroft was where he returned.

There may have been a time when an emotionally distraught Otto Octavius was near to having a nervous breakdown. When a feeble and disillusioned science nerd, already wounded by how people used his brilliant but underappreciated brain, was sickened to near insanity by the inhuman coldness he witnessed and by the evils he himself was forced commit. That was long in the past now. They would find nothing but that his mind had been physically altered in a way that enabled who used to be a patsy scientist to overcome all fear and weakness. All frailty had given birth to perfected evolution. Something like that could not be cured.

Yet, analysis after analysis took him nowhere. Drug after drug were tested in vain even if most of the time he got out of taking them by spitting them back out later. And talks after talks, and even a few scans of his brain were all a waste of everyone's time and taxpayer money. He possessed a far more comfortable room than in prison, no doubt about that, but perhaps it was worse to have to be prodded incessantly by psychiatric staff, trying so hard to find something that was not there to find—that most did not even believe they would find. Not anymore. Ironically, had he wanted to reform his life, it would have been difficult to say the least to convince the now incredibly suspicious doctors and orderlies at Ravencroft who watched his every move. So were the procedures wrought upon him some sort of punishment?

Ravencroft could think what it willed, at present however. That is, if they even knew what they thought there. Doctor Octopus was now free, and he had no intention of returning to either asylum or prison again. He had learned from his mistakes. Every precaution had to be taken to ensure victory, and celebrating even a moment before the victory had come was the worst thing a villain could do.

He was now driving down the streets of the city in a truck he had acquired upon his slipping away the night before. All had been meticulously planned from the moment he made an orderly believe that a new drug had taken an affect for the worse to the point when he would in the near future retrieve his arms.

A hideout, though primitive, awaited him not far away. It was a simple place for low key activity until he made his next move.

There stood a large building nearby with vehicles parked out in front of it, and it seemed a decent opportunity to abandon the truck as any, he thought. He could take a cab the rest of the way to the hideout. In a long trench coat, which hid the fact that he was still wearing Ravencroft pajamas and that his back had the protruding ends of his mechanical arms sticking out of the back plate of the harness that could never be removed, he parked and stepped outside. In the chilly December morning a coat and hat would not be seen as anything but normal, and he had a very harmless appearance. An unassuming, meek-looking, rotund, little man, he would not easily be recognized as a super villain without a vile sneer on his face and a set of four black tentacle-like arms snapping with the force and speed of lighting from behind his back.

He would not have given the building he passed or the event for which the cars had corralled around it a second thought with a mind so bent on retrieving the arms detached from his harness. But then out of the corner of his eye he saw someone he recognized.

Instinctively, Doctor Octopus turned just enough to get a better look and to make certain he had seen what he thought he had. Yes. He had seen that man before under the employ of L. Thompson Lincoln.

Doctor Octopus' eyes narrowed with interest.

Lincoln should not have been up to anything at present. He was under the tightest watch and any suspicious movement of his would be most unwise if he wanted to pretend he could keep up his façade as a rich philanthropist. Perhaps the man here was only going to a café across the street for a coffee and a donut, but Doctor Octopus truly doubted it. The man did not look like the café sort, and he would know, for Otto Octavius had once been a frequenter of such places himself.

Pulling the hat on his head slightly lower to cover his face, he watched carefully as the man disappeared inside the building. He glanced up at the boldly decorated sign set up for temporary use near the door. There was a science expo of some kind going on inside. Recalling mention of this somewhere in the paper while he was back in Ravencroft, he could think of nothing out of the ordinary about the event, though, he had a good guess that something or someone of interest took place there that would arouse Lincoln. Science experiments were the greatest form of warfare in this city, after all.

Hesitating a moment, he considered the option of continuing on to the hideout and forgetting about the entire affair. He would not be equipped in the event that things should go awry. Yet despite the risks, he could not help his curiosity. A look around, especially with so many commoners crowded about, certainly would do no harm if he remained on his guard. So without further delay, he strode casually through the doors.

But once inside Lincoln's man was nowhere to be found.

Slightly disappointed but even more suspicious he stepped inside and did a good job pretending to be impressed with the projects around him.

Then he caught sight of the man off to the side at a bench where another man was seated. The seated man stood up and the two of them exchanged a mild acknowledgement of each other and said something that was inaudible to Doctor Octopus as he made his way nonchalantly closer. He went as close as he dared and pretended to be reading a sign as he listened.

There were only scraps of phrases he managed to catch and these were mostly unintelligible as to their full meaning. He strained harder to listen, and if he heard correctly he could just make something about genetics.

 _Ah, aren't we being reckless_? he thought with a sneer.

Unless this man was no longer working for Lincoln at all, but for some other powerful rogue.

Doctor Octopus considered this but briefly, for at that moment the pair began to walk into his direction.

Doctor Octopus stepped back a bit and rested his hand on a machine nearby the exhibit he had been in front of and listened to the footsteps as they passed him by. He made certain there was no possible way of either man recognizing him without appearing suspicious. After a few more minutes, he then took his leave of the area and moved into the crowd.

#

–1984

Punk rock blared through the house. It pulsed with an eerie whine through vents and pounded brutishly through walls. It was not the usual sound of the household. It made the very foundations recoil with shock. No music of the kind had been sounded in the weary vintage structure until very recently as an affect of the eighties and of having a high hormone, teenage girl in the house trying to get over the funks of adolescence. Everyone in the house knew that the rest of the world by now had been completely drowned out of her mind.

"Mandy!" called a voice from down the stairs.

Mandy did not hear.

"Mandy!" shouted the little round mother up the stairwell wobbling as though on a dozen rickety knees from the vibrations of the war of rock. "Turn that down! NOW!"

The music lowered to a much more moderate volume. "What?"

"Please, Mandy. It's too loud!"

"Okay, okay!"

Everything was then quiet save for the now muffled music treading lightly under the cracks of the door of Mandy's younger brother's room.

Otto Octavius had been trying desperately to concentrate on his homework and now with a look of satisfaction, he let out a relieved, exaggerated sigh as he relaxed back into his seat with head up at the ceiling. After a moment or two of reveling in the silence, he straightened his jacket which he wore because the heat vent did not work well in his room. Then turning to his science report on his desk he mused over where he had left off. He had been working on it for weeks now. With the added visual aid of the simple remote control robotic device, which he proudly created all on his own, and the countless hours spent on his written portion of the report, it was to be the finest work of his elementary school career.

Unable to resist the self-made allure of the object and of using it again, he took hold of the remote which he used to make the crane-like object scoop up the coin and release it into the empty jelly jar. It was a masterpiece, if he did say so himself. Of course, as a perfectionist he knew there was always room for improvement, which with more time he would have been sure to add.

The usually so mild and so shy, young Otto smiled proudly to himself now and then returned to his report, holding it up in front of him in a most professional manner.

However, just as he was going to correct a sentence he did not like, he stopped short. He did not know what it was at first but it was then that a very strange feeling swam over him. He was not ill or afraid. It was a sort of buzz through the very core of his body in which, although he could perceive it, he felt as though his whole body was on hold as though in a web of static.

He did not have long to think about it either.

It was at that moment that the room around him seemed to dematerialize right in front of him. He let out a gasp and felt a faint sting through him; but it was much too late to do anything even if he had been capable. One moment he was in his room, the next—

#

"Hey, excuse me, sir."

Doctor Octopus turned sharply around, glaring dangerously at the man who dared address him with such a tone of contempt.

"Keep your son away from the displays," continued the man in a gruff manner.

"My … _what_?!"

The man, not seeming to have heard this, carelessly motioned a small boy forward towards his supposed father.

Boy and super villain stared at each other in awkward silence.

"Just don't touch anything," the man said to the boy and then departed.

Doctor Octopus decided it was high time to leave himself. The door was never reached however much he wanted to go back to his hideout and, what was of far greater importance, retrieving his arms later. But again he stopped. A delayed double take over took him as he turned once more to look at the boy.

He sensed something strange about that child. Something in the way he carried himself. He looked about him timidly, almost with trepidation, but there was something about the way he examined his surroundings with more purpose than other children his age might when lost as this boy obviously was. Thought he darted out of people's way and cowered if someone looked at him too long there remained a shy practicality, a reserve that did not hide his intellectual competency for one his age. Even the way he dressed in a vintage 80's puffy jacket zipped partway up caused some scrutiny. His thick dark brown hair had a familiar set of bangs messy and in need of a trim. There was just something too about the way his large blue eyes shifted uneasily behind a pair of thick glasses taped together across the bridge of his nose

This curious fascination however soon changed to aggravation. Doctor Octopus' own reserve was all but forgotten as he pushed his way towards the boy. Grabbing him roughly by the shoulder and spinning him around towards him, Doctor Octopus looked at him hard.

"Who are you?" the good doctor demanded.

For a moment the boy only stared; he eyes seemed to grow larger and his small round form to shrink as he retreated backward.

"… Otto," said the boy in a barely audible voice.

Doctor Octopus glowered. "Otto who?"

"Otto," the boy hesitated and twiddled his fingers a little as he hunched into his shoulders. "Octavius."

Doctor Octopus pulled the boy forward dangerously. "Is this supposed to be some kind of joke?"

The boy let out a cry.

Instantly, he released his hold on the boy's jacket and peered over his shoulder at the people looking his way. All this attention was not good, especially without his arms and so soon after his escape. He looked down at the boy and stepped back a pace. For a moment the words spoken between the two men he had been spying on earlier came back to him.

"Genetics …" he hissed to himself.

It was farfetched. Way too farfetched, and yet …

The supposed younger Otto Octavius meanwhile had been trying to slip away from his preoccupied captor and was just about in the clear when Doctor Octopus snatched him by the wrist. Pulling him across the room he caught sight of one of the men again — the one he had seen working for Lincoln.

Angrily and quickly, he pulled the boy around a corner towards the bathrooms.

"Who are your parents?" he asked in a serious whisper.

The names were given correctly.

"Where do you live?"

The location exact to the very house number.

Doctor Octopus continued to frown and for a time said nothing, not allowing himself to so much as blink at the spectral form before him.

The little boy looked up briefly at the expo sign above him if only to avoid the horrible leer, but he was distracted by what he saw.

"2009," the boy whispered and he turned pale. After a moment of thought himself he whispered fearfully, "I'm 33 years old." Again he paused and looked back up at Doctor Octopus unsteadily.

Whether brainwashed kidnapped child, a clone, or something else, there was no way the boy could remain here or anywhere for that matter. The boy was coming with him.

At once Doctor Octopus pulled the boy towards the door. The boy knew what was best for him at least and did not struggle. The limp cold air outside was soon to greet them, and once on the street and away from close onlookers, he began to pull faster and rougher.

The child whimpered, and almost tripping to keep up he let out a yelp and a cry for his mother.

At the end of the block he swung he child around again towards him and ordered through tightly gritted teeth: "Don't talk. Drop that pathetic pout. Don't do anything except follow me quietly. Is that clear?"

The boy nodded and quivered slightly.

Doctor Octopus held up his hand. "Not. One. Sound." He straightened then and said, "Now to hail a cab …"


	2. Chapter 2

JMJ

TWO

Young Otto shivered and wished not the first time nor the last that he was back home in his room with his mother downstairs and his sister's music playing across the hall.

Never had the boy been in a more rundown neighborhood. It could hardly be called a neighborhood. It was more like an abandoned warehouse district, and it was not far from the truth. Grime, rust, crumbling stone and brick, and peeling paint overwhelmed the child, and the small two story building they came to was the most rundown, dingy, hazardous little shack Otto had ever had to step in front of. It looked as though it might cave in at any given moment. That this could be their destination was highly irregular in the eyes of little Otto Octavius. The street itself had a very unsettling feel about it as though behind ever corner and lurking in every shadow watched hostile maniacs and dark-hearted criminals. The neighborhood was surely festering with people of an unpleasant sort. Only people with something to hide would want to be here, for there were no real houses rundown or otherwise.

He looked with care up at the face of the older Octavius, but he did not respond to his pitiful expressions.

Without gracing the child with a single glance, Doctor Octopus shoved him ahead up a flight of weathered steps to the second story of the building. Otto was then thrust through the door so that he almost fell flat on his face, but steadying himself on the nearby counter he managed to stay upright, and he turn around to his captor.

Doctor Octopus only shut the door quietly behind him, leaving Otto to the view the lodgings in silence.

Inside it smelled stale and musty. The boy shivered in the cold, for although there was a radiator on one side of the room which Doctor Octopus turned on after a moment to warm things up a bit, it almost felt colder in here than outside. It was empty of familiar comforts save a small fridge and a counter with a single stool. A sink probably had already frozen out its pipes, so there would be no water. A cheap futon was set on the far side of the living space. Aside from a small window and one or two closed doors and some metal boxes and crates that pretty much summed it up.

Then he felt the rough hands of his older self around his waist. The older Octavius plucked him up from the floor suddenly and set the poor confused little Otto onto the stool. Doctor Octopus withheld a groan of disgust as the boy looked up at him in return with large frightened blue eyes.

"How did you get here?" Doctor Octopus demanded.

Otto diverted his eyes, unable to stand any longer the intense glare of the man hovering over him.

"I don't know," was his honest reply. "I thought you brought…"

Doctor Octopus' eyes narrowed.

"T—to the future…weren't you?" Otto gulped.

" _I_ brought you…?"

This was getting more exasperating by the minute for either Octavius.

Little Otto shrunk into himself.

"You little…" Rage boiled within Doctor Octopus, ready to burst open like a volcano upon the child, but he soon stopped himself. Instead he calmly asked almost seemingly out of the blue, "Who is your teacher?"

The boy looked unprepared for such a question, but he quickly squeaked, "Mrs. Swaggert."

"Who are you seated beside in class?"

"Tyler… Morgan…" He looked down gloomily.

Older Otto remembered him well enough. A brutish child in his opinion.

"What was the last book you read?"

"One of Isaac Asimov's juvenile books on robotics that I used for my project," Otto paused.

Instead of answering Doctor Octopus snatched Otto by the wrist and proceeded, much to the boy's displeasure, to pull up his sleeve. Examining young Otto's pudgy little arm, he found the exact same spot where he had been bitten by his neighbor's dog around the age of six or seven. The scar was very visible, white and slightly blotchy just before the elbow.

Doctor Octopus snorted.

Otto Octavius had not lost his first tooth until the age of eight. Sure enough upon opening the boy's mouth, only one tooth was missing and beginning to grow in its replacement. Otto squirmed and tried to protest, but Doctor Octopus paid him no heed. Though, the boy managed to squeeze out of his grasp enough to free his mouth at least.

This would have been a lot simpler had Doctor Octopus had his mechanical arms.

He continued to examine the boy up and down, quite thoroughly, regardless. Every scrape and bruise and other deformity scoped out and found exactly how it was supposed to be. There was even a button on the front of his green shirt that he only now recalled to have fallen off. The boy had re-sewn it into place by his own hand when his scattered-brained mother had been too busy to do it for him. Tightly knotted with an excessive amount of string the button was there as it should be.

Once finished, Doctor Octopus straightened the boy. Glaring callously upon him, he seemed as though he was looking down upon a lab specimen rather than a little boy. The boy returned him with a look so pitiful and imploring that it only caused more chill to radiate from the other.

"Oh, would you stop that insipid cowering!" Doctor Octopus snapped.

"I'm sorry," was the distressed reply.

Turning away and tapping his chin. Doctor Octopus moved towards the small window and glanced down into the snowy street below.

"Let me figure this out …" he mused darkly.

He turned sharply back to the boy on the stool and glanced up at a cupboard. He was just about to send out a mechanical arm to open it when a split second later he remembered that he did not have them back yet. Ever more irritated, he walked over on foot and threw open the cupboard door with a slam. At least he had kept a coffee maker here, but the pleasure was short lived when he realized that his coffee supply was sufficiently lacking.

He would get out of this dump soon enough. It was only temporary, he reminded himself, but at present he had no other place to go. My last private residence had been exploited by Spiderman. It seemed the more respectable a hideout the less likely he would be able to keep it. The only other hideout was the one shared with his cohorts, and he had no desire to share this experience.

Returning his mind to the boy on hand he thought about the possibility of the child truly being an 80's Otto Octavius. He had to admit there was no flaw to make him suspicious of him. No one knew Otto well enough to have instilled such vast information of his into this child. Not even his own mother! Whether clone or not, he had to have been taught and amply brainwashed to have all this "memory" of Otto's life. If the situation had not been so unbearably annoying, Doctor Octopus would have found it quite impressive. But also he knew that there would be no possible motivation or benefit for someone to create a child version of himself however much he was suspicious of Lincoln's man being at the scene of this disaster. That the boy truly was Octavius was the only explanation despite how seemingly farfetched.

The present-day Octavius turned Octopus proceeded to brew his coffee as well as his thoughts and made a mental note to get a fresh supply of coffee. The water from the faucet proved that the mad doctor had had the foresight to make sure that the pipes did not freeze over even if the rest of the building had.

After some time in thought he turned towards the stool again, but the boy had already climbed down and was on the other side of the room, examining some crates which contained bits of machinery left over from some minor project of the villain's while hiding out here once before this past summer.

"And what do you think you're up to?" asked Doctor Octopus lightly.

"Um … nothing," Otto said guiltily. "I'm sorry." He put what he was holding back into the box quickly and stood up.

"This isn't where you live, is it?" he asked after standing and twiddling his fingers for a time beneath an arched spine. "I mean this really can't be my home. Don't I have a lab?"

 _Idealistic childhood Octavius in every respect_ , thought Doctor Octopus, and his quavering manner and pouting face, which he could see now was only screaming to be punched. "You're really convinced you're me, aren't you?"

Otto was slightly taken aback.

"I thought—" he began to stammer.

Doctor Octopus eyed him lightly for a moment and then poured himself his fresh cup of coffee. "Oh, I know _I'm_ Otto Octavius. I'm just not quite sure what _you_ are."

"What else would I be?"

Doctor Octopus took a sip of his coffee.

"What else, indeed," he muttered.

Evening drew on in relative silence. There was hardly any food in the place, but what little to be had was made into a humble meal that took place on opposite sides of the space. Young Otto sat by the window behind the futon and Doctor Octopus seated himself on the stool on the far side of the counter near the door.

As the sky outside the window began to grow dark, Otto began to appear restless. He turned to his older self deep in thought. The boy looked about to speak but changed his mind warily and looked out the window again.

After a few moments more, he managed, "Wh—when are you sending me home?"

Doctor Octopus' eyes flashed in Otto's direction.

"And how do you propose I do that?" he asked carelessly, clasping his hands together.

"With a time machine."

"You are aware that I'm not the one who brought you here by now, aren't you?"

Otto nodded; then his brows furrowed with thought and he asked cautiously, "But don't you _have_ one?"

"I have better things to do than to waste my time with something as fantastic as time machines," Doctor Octopus growled.

For a moment Otto looked completely devastated.

Was Octavius really that surfaced with his feelings? Every slight fluctuation of emotion was as evident as if it were written upon his forehead, Doctor Octopus saw. No wonder Osborn and Lincoln's ilk had not trusted the spineless scientist.

Again Doctor Octopus felt a surge of irritation.

"I'm sorry," young Otto said fearfully. "I didn't mean to come here. I'm sorry it's inconvenient. It's not my fault."

After a vexing pause, Doctor Octopus rolled his eyes. "Well, you _are_ here." His tone was very sarcastic. "So you might as well go to bed."

Otto looked down at his watch and looked back up at his older self most unhappily.

"If you really _are_ me," Doctor Octopus interrupted, "then at the age of eight your bedtime is in forty-five minutes anyway, so go to _bed_!" He hissed this last bit through tightly clenched teeth and with such severity that Otto had no choice but to comply.

Looking around, however, at the empty space the boy paused and fidgeted again.

"Well?" Doctor Octopus demanded.

Young Otto jumped.

"Where?" he asked.

Ripping a blanket and pillow from the futon, he threw them into a corner on the floor and pointed sharply as if giving an order to a stubborn dog. "You sleep here!"

Otto stood motionless.

"You sleep here," said Doctor Octopus coolly. "Or you sleep outside."

Slowly Otto drew away from the window and placed his empty bowl on the counter. He then took the blanket and spread it out nicely. He fluffed up the pillow to get as much poof from it as he could muster. All the while he looked on the verge of tears. When he completed his task, he turned once more to Doctor Octopus who was pouring himself another cup of coffee, weaker than he would have liked in order to make it last longer.

After removing his shoes and putting his glasses on the nearby windowsill, young Otto crawled beneath the blanket and wrapped it tightly around himself as he lied down upon the pillow. He hesitated as he looked at the radiator and thought of turning it up, but he dared not.

As soon as the boy's head disappeared save the mess of black hair on the back of his head sticking up out of the blanket, Doctor Octopus released a sigh of disgust before taking a sip of coffee. A moment or so later, he was reveling in silence. Finally he could think in peace. But it was a short-lived relief, for he soon heard the muffled sound of childish sobbing coming from the blanket heap.

 _Let him cry_ , Doctor Octopus thought. _Eventually he'll cry himself out and sleep._

However, it was a lot longer than he had anticipated.

After perhaps an hour of wait, finally the sound of soft breathing ensued where the sobs had ceased. Doctor Octopus waited a few moments more before rising from the stool. Reaching for a small laptop from a cupboard shelf he quickly reached the internet and began his search.

He looked up entries at the expo. There was little information aside from the names of the participants involved and their numbers of entry. After ruminating over the list he began a deeper examination beyond the site by looking up the names to see if any of the inventors' research took them in the direction of time travel. Naturally, some of the names he recognized having been a part of the world of official scientific endeavors at one time — even if he had been subdued by the likes of Twaki, Osborn, and Otto's own sickening weakness at the time. None of the scholarly peers he had once known or heard of could be responsible for time travel though.

After many dead ends and disappointments, he finally came to the subject he wanted Pr. Chet E. Boraas, and he had never heard of him before.

Boraas was relatively new to the New York scene. He had only recently moved to the eastern seaboard after several years of working at universities and research facilities in California. He was deeply interested in the theories of time and space and had been working recently on what he claimed to be the secret to unlocking time for mankind.

Leaning forward upon the stool, Doctor Octopus read further.

According the article he had found, Boraas' project was not looked upon favorably. As a dedicated quack Boraas remained undaunted by his critics. He insisted that he could remove an object from the past and into the present. By scanning an object of the present the machine would pull the same object (or the closest thing to) from the time period of choice. His example: an old copy of a magazine which had been published in the fall of 1984, which he was going to scan at the expo. He would then, in theory, pull the same copy hot off the press. Most of the rest of the article was merely a further belittling of the man and mocking his efforts, but Doctor Octopus had read more than what he needed.

There was a slight movement from under the covers where the boy was now sound asleep. Doctor Octopus glared briefly in his direction before grabbing some scrap of paper and a pen to write down the home address, phone number, and office numbers and all other similar information on Pr. Boraas. He then shut down the computer and stood up.

Making his way quietly to the door he left and locked the building behind him.

#

"Retrieval of my arms has been a success," said Doctor Octopus into the communicator just a tad tersely. "Everything as I ordered you to do."

"How are the new plans coming then?" asked the voice over the digital waves calmly. The owner of the voice sensed his irritation.

"They will have to be postponed at the present, Vulture," Doctor Octopus admitted closing his eyes haughtily but his tone became more emotionless. "There has been a regrettable snag that needs to be dealt with beforehand."

"Not our neighborhood pest?"

"No, no, nothing like that," the good doctor assured his associate. "I think he has been plenty occupied by the unimaginative but unquestionably efficient Hobgoblin, which is why I chose this time to make my escape, but there is something that needs immediate repair before I can proceed." He paused to glance at the address in his hand.

"Does it require assistance?"

"No. Thank you. I stress the fact that this must be done swiftly. You might call it a personal matter. I don't require anything of you except for you to lie low until I call."

"I understand. Vulture out."

The communicator went silent, and after shutting off his own communicator Doctor Octopus glowered behind his electronic eye pieces.

"It's only a fortunate thing, Adrian, that you don't," he said to the now nonexistent speaker on the other end.

#

Pr. Boraas drove down the road. His neighborhood approached. His house was darkened; that meant that his wife was already upstairs asleep. That was good. He had warned her that he would probably be late tonight.

With a heavy sigh, he parked along the curb. Rolling his eyes to the ceiling he leaned back in a lethargic heap.

 _Failure_. It was the only word which possessed his mind at the moment as he made his way inside the house.

He could not understand what could have possibly gone wrong. Every calculation seemed correct. All his work had been looked over and scanned for mistakes several times over, but in the end there seemed only his own work was to blame.

But the test had worked perfectly! It had only taken about a half hour to an hour before it was able to start up again.

Sluggishly he reached his couch, but he paused to more sobriety of thought before sitting as it suddenly occurred to him that an explanation in his favor would be that someone had used it before he did and it had not rebooted itself. The thought had occurred to him already, but no one believed it would work. Did they?

He did not think so.

So far he only knew it was safe to bring small objects like the magazine he was going to use as an example, and a person could not get something lost to the past, because it could only bring something that could be scanned from the present. But in a city like New York who knew who might want to try a hand on it if they thought it did work.

Boraas shook his head and sat down, but he jumped instantly at the sound of the front door opening. At first he thought he must have imagined it. When he looked around the corner and down the hall there seemed to be no one there and the door closed as he had left it, but just as he was about to return to the couch he thought that he saw something hovering in the shadow out of the corner of his eye from around the other side of the wall from the kitchen, which also had access to the front door.

He spun around.

For a split second he had almost thought it had been a basketball-sized spider. A queer sound that could only be likened to the slithering of a metallic snake followed, but the scene behind him was suddenly normal.

Boraas raised a brow. Shaking his head he reached a hand to his sweaty hair. His hair stood on end before he could touch it. He was not imagining things.

He knew, he felt, that he was not alone in the darkened room. A shadow blocked the view of the softly falling snow outside his window.

"Pr. Boraas. Mind if I have a word with you?"

The shadow turned on a lamp and a long snaking tentacle led to the sight of the full form of the criminal mastermind in his very living room.

Frozen to his spot on the couch, Boraas could only sputter, "Y—you're Doctor—Doctor … I thought they made you up!"

One monstrous claw jabbed in front of Doctor Octopus causing the floorboards to crunch. Two monstrous claws swarmed around the professor's head, and the last one dove in for the kill, snatching him roughly by the collar.

"Ah!" Pr. Boraas yelped.

"Oh," said the good doctor in a tone that was anything but pleasant. "I assure you, I'm quite real, professor, and I'm in an irritable mood right now. I'd like to make this quick." He paused briefly.

"Tell me. Where is the time machine?"

" _What_!" cried Boraas. "What are you ta—"

 _SLAM!_

Pr. Boraas collided against the nest wall with a smooth motion of the arm, which still held him tightly at the collar.

"Where is your project?" hissed Doctor Octopus dangerously.

"It doesn't work!" gasped Boraas. "I took it apart!"

Doctor Octopus glared.

Boraas tried to continue, "I wanted to see what I could do but—"

"Where are the remains?" the villain cut in.

"New York State … Science department. Faculty lockers. 44 … With the blueprints. I don't know what you'd want with it. It's broken!"

"Your analysis of its condition is of no concern to me."

"Just … just let me go …"

"Hmm."

The claw lost its grip, and Boraas fell to the ground.

"Thank you for your cooperation, Pr. Boraas," said Doctor Octopus.

He took note in Boraas' cell phone popping out of his pocket, and he snatched the wrist of the professor before he could dial 911.

Boraas dropped the phone on the floor and another claw smashed it.

Still holding the wrist for a moment longer, Doctor Octopus turned to leave, but he paused once more to say without turning back. "Now, it would be wise to keep this between ourselves, wouldn't you agree?" Only when he finished did he glance back at the poor inventor and release the wrist.

Boraas did not respond, but a verbal answer was unnecessary as Doctor Octopus left then without a word just as the light turned on and Mrs. Boraas was hurrying down the steps. By the time the woman appeared to see her husband tousled and in a complete state, there was no more sign of Doctor Octopus.


	3. Chapter 3

JMJ

THREE

" _Mmm_?" Otto moaned.

He shoved his face into his pillow a moment, but consciousness was unavoidable however much he could have slept a little while longer. Slowly lifting his upper body on his hands and feeling uncomfortable and stiff from sleeping on the floor while curling up near a radiator, he opened his eyes, and he closed them again tightly as he realized he had not dreamt the events of the evening before.

"Mmph!" The boy quickly pulled his blanket over his head.

After a moment or two, Otto reached out a little hand for his glasses on the windowsill. There was no use in denying where he was, he knew. As he placed his glasses back onto his face, he remained inside his cocoon a little longer, listening to the snoring and the muttering from his older self proving that he was still asleep. He thought for sure he had heard his older self leave in the night, but he must have come back without Otto's knowing, and he was happy that he was not awake before him.

Slowly he lifted the blanket and allowed himself to adjust to the light coming in from the frosted window wreathed with snow and frost. A sudden snort startled him, but as he turned towards the sleeping form over the counter with head in his arms, he realized that he had only been adjusting himself in mid sleep.

His older self was dressed far stranger than before, but then it was the future. Maybe jumpsuits were in, and glasses could be more electronic-based. He was still wearing his winter coat too. That looked normal, anyway. A metal crate with impressive parts and tools rested on the counter just in front of older Otto's face. Although a mug of cold coffee was near at hand, and some of the tools from the crate were closer, the older Otto Octavius slept as soundly as a baby now.

Just to make certain, Otto watched the sleeping form a little longer. Then with utmost care, he crept out from under his covers and rounded the futon to approach something which had caught his interest more than anything else about the scene had. At first he thought the long robotic snakes were lying behind his older self on the floor, but he soon followed them to their source poking through neatly cut holes in the coat from the back of the sleeping bear. Like approaching a sleeping bear too, Otto tiptoed forward with tingling fear and many rabbit-like pauses to look up at the head on the counter before returning to the robotic arms on the floor.

Only inches away from the nearest end of one of those arms, Otto looked down at the pale light emanating from the smooth cup in the middle of the deadly claws. It seemed to twitch slightly, or at least he heard some sound coming from the inner workings of the ball which held the light.

Wrinkling his nose and examining it closer, young Otto squatted down, and abounding with full scientific curiosity he reached out a hand to touch the side of one of the claws.

Like a Venus flytrap on steroids it clamped around his wrist with the force a crocodile jaw, trapping his hand inside.

" _Wah_!" Otto cried tumbling over.

The pale lights went out of a sort of sleep mode and became piercing lamps all shining in his direction.

A groggy and very grumpy Doctor Octopus lifted a heavy head from the table and leered at the boy on his knees struggling to free himself with his other hand.

"Please!" little Otto gasped. "Lemme go! It hurts!"

"Does it?" Doctor Octopus closed his eyes impatiently as he stood upright from his seat. The arms meanwhile slowly brought the boy towards him, dragging him across the floor. Once the boy was at his feet, he looked down and opened his eyes again. "Then perhaps you've learned a lesson in how the feeble are easily ensnared in their own idle curiosities."

Doctor Octopus released his hold, and Otto snatched back his hand and rubbed his wrist tenderly.

Glancing back upon the counter briefly he used another mechanical arm to pick up the cold mug of coffee and pour it down the sink. Then taking the well-insulated thermos pot from the stove he poured himself a warmer cup and began to reheat what remained within it. Seating himself back in front of the counter he also quickly snatched a can of span from the cupboard behind him and dropped it at young Otto's feet.

"Eat your breakfast and _don't_ speak," said Doctor Octopus without looking up. He mused over the design plans of Boraas' machine and glanced into his crate with a grumpy pout.

Forcing himself not to cry, Otto opened the tab of the can and sat down on the futon to eat his spam; though without a fork it was highly unorthodox in his opinion. Granted the whole living situation of his older self seemed overall quite appalling. For a time Otto kept to himself trying to allow his older self to work in peace, but as he looked around him and slowly ate his spam he could not help a growing unhappiness. Confusion, almost disgust, filled him, and looking around him at the boxes and stacks of newspapers in what might have served for a living room away from the kitchen area, a burning inside of him finally gave him enough courage to ask, "Why in the future do I live _here_?"

Doctor Octopus did not seem to hear him as he muttered to himself, "Hmm. I need more parts … some of these are damaged beyond repair. We must have had a charming little tantrum, didn't we, Pr. Boraas? _Tch, tch, tch_ …"

"I mean," said Otto twiddling his fingers uncomfortably. "Where's my lab? Where's my house? Where's my dog? Why do I live in this bad neighborhood? Aren't I a scientist inventor? Don't inventors get paid a lot? I mean … you invented _those_ , didn't you?" He pointed to the arms, and Doctor Octopus snorted as though to say that it was insulting to be asked, but he still did not grace young Otto with a straight look.

"Are houses really expensive in the future?" asked little Otto. "Is inflation out of control?"

"You don't know what inflation is," muttered Doctor Octopus.

"Yes, I do," said Otto quietly and firmly, and he paused for a moment or two before he continued, "You don't even take care of your home. It's got nothing in it. It's like those cop movies where people hang out in abandon places to hide from the police … or those future movies where everyone's brainwashed into an evil government … is this an evil empire now? And you have to hide because you're a free thinker?" He gasped and looked around him warily as he shrunk into his shoulders. "Are you hiding from a future government like in _1984_? Is that why you're grumpy?" He held his fists to his mouth nervously.

He had not read the book, but he had heard plenty about it since 1983. His own time being 1984 itself it was the deal of the year.

"Well, that science expo looked pretty normal," Otto then muttered to himself. "Of course looks can be deceiving but … are you hiding from something? A rival scientist? That's out to get you?"

"I thought I told you to keep quiet. You don't want to spoil the future, do you?" said Doctor Octopus lightly still holding the designs in front of his face.

The boy was beside himself now with frustration. "But it doesn't make any sense! Why are you living in this … this … hovel?" He spread out his arms desperately.

Doctor Octopus stiffened strangely a moment. He seemed almost to bristle. The mechanical arms all hissed as they turned their flashlight faces into Otto's eyes. Slowly the papers lowered from the good doctor's face. He stood up and watched the boy blink and cringe and cover his eyes against the glare so that he did not notice until it was too late the one claw coming up from behind and snatching him around the back suddenly. Young Otto let out a terrified gasp, and then it forced him upright in a flash of motion so that his toes barely touched the futon cushion.

Slamming the papers back onto the counter, Doctor Octopus clenched his teeth briefly and then hissed, "I live where I choose, and I _don't_ live here! Do I make myself clear, you pathetic, inconsequential little—?"

He let out a slight growl and turned away trying to regain control. He could not hurt Otto Octavius. He needed him. Despite it all he needed him.

He let him go tumbling backwards onto the futon.

"I'm going out," he then told the boy calmly. "Don't do anything stupid while I'm gone."

The boy gulped as he put his glasses back onto his face and repositioned himself over the arm of the futon anxiously. He did not have the courage to ask where his older self was going; though, he later recalled the villain saying something about parts. Either way, young Otto's little bout of anger and frustration had been certainly outdone by his older self. Almost anyone could outdo that anyway so why not his older self too. It was all he could do to keep from crying until the Doctor Octopus had left and a mechanical arm reached back behind him to pull the door shut.

For a long while Otto did very little in the small living space, or what held for one. Seated on the futon he ate his spam slowly and with distaste. He thought of trying to heat it up on the stove, but though he considered himself able to work a stove, he felt his older self would not approve of him taking the initiative.

He went to the bathroom, which was a most unappealing place, but at least it was not that dirty, and he spent a while washing his hands as he waited for the sink water to warm, but it never fully did. While he waited he stared into the mirror, and tried to picture himself turning into the man who had abandoned him here. He had pictured many things for his future, but what he had found was not close to any of them.

Otto had always believed that when he grew up he would be happy, because when he was grown up he would not be bullied by creepy students or forced to do gym class or sing in music class. He would not be humiliated when the teacher decided it was such a nice day that everyone should go outside and play kickball and the ball hits one small boy square in the face and breaks his glasses and he falls flat on his back in excruciating pain. He would be free from the confines of industrialized prison-like institutions founded upon Nazi principles where thought and reason were suppressed. He could work in the freedom of scientific endeavor where all was the excitement of exploring the unknown and the goal of using one's intelligence and discoveries for the better of mankind. He pictured a wide-open, clean working space to research and conduct experiments. Huge windows to see up into the stars or look over vast landscapes where the inspiration of the wide world could be viewed at any time to encourage one out of slumps, blocks, or failures. Biology and the natural environment of the earth was a never ending inspiration, after all. He pictured himself a highly respected researcher, a professor in London, Paris, and Munich and Tokyo. He pictured himself also a scientist as the source. Maybe at NASA. On Mars even. Or somewhere at the bottom of the ocean where underwater domes allowed one to delve into the true depths of the world's most mysterious realms. To the volcanic cores in a specialized heat repelling suit studying the earth at its most powerful moments.

But no.

Here was Otto Octavius, and there was no denying that it was Otto Octavius, living in apparent squalor or hiding, and he looked anything but happy. Well, perhaps he was happier when he was not trying to figure out how to fix this unfortunate and confusing tampering with time, but young Otto doubted it. How could he be happy here? He was not even sure where here was. It was a big city. The parts of it he had seen could belong to any major city; though growing up in a small town in New York State, he could only guess it was New York City.

With this slight change of topic, Otto at last gave up on getting some hot water, and decided to find out exactly where he was and when in 2009 he had appeared. It had been October in his own time, but judging by the depth of the snow and the icicles hanging from the window and on roofs out across the street he knew it had to be later than that.

There had been some newspapers in the corner of the room. They probably would be too old to tell Otto when he was, but they certainly could tell him where. Thus conducting himself to the first pile he lifted it up and soon found that he was reading the _Daily Bugle_ from New York City.

Well, that was solved, fast enough. The paper was from June so it would not help with "when", as he had guessed. He was not in the habit of reading newspapers, but he was curious and paged through it a little, reading the captions and studying the images to see if he could figure out the state of the future. He was surprised to see that although they may not have flying cars in the future like a 60's movie nor an apocalyptic 80's rendition of the future, it did apparently seem that the creative minds of the past were right in one regard, for there seemed to be mutants running wild in New York.

He would have believed the whole world at war more than believing New York being overrun with mutants. Spiderman who could climb up walls and leap faster and further than any other man alive? How incredible, and there were apparently more where he came from.

Picking up another newspaper, Otto saw that Spiderman was a very popular topic for the _Bugle_ ; though the paper could not apparently decide whether he was good or bad. Whatever his motives, he certainly was active and did not like sharing New York with other mutants who were always portrayed as a complete menace to society. Quite enthralled by now, the boy took a whole stack and brought them to the futon to read.

 _And all this time I thought the idea of mutants was just stupid_ , thought Otto quite impressed, and it also occurred to him that maybe his future self was hiding from the mutants.

There was hardly one paper that did not say something about Spiderman or at least one of the mutants and just plain insane people he fought. The boy wondered immensely how the city could continue on as normally as it appeared it did with so much chaos. But in the words of the British, he supposed "Keep calm and carry on." After getting himself some water to drink at the sink, he settled in even more comfortably with his blanket from the floor as he read about a man who had become entirely liquid that the paper called Hydro-man. The explanation for how he became him was vague but he had apparently been a demolition's expert beforehand, a completely normal human being. A mutated man creature called Scorpion was also spoken of as well as the phenomenon known as Sandman, the unexplainable Electro, and the anthromorphic Kraven. The latter three had apparently appeared less recently. Mutagen seemed to have run amuck worse than could be pictured. With a mixture of horror and excitement he paged through some more, feeling ready for anything now. Many of the other villains who were not physically altered caused Otto to wonder if they were not at least mentally deformed to dress up as they did and fight like lunatics in the streets.

But the one thing he was not ready for was to catch his own name out of the corner of his eye and not among the college sections or company projects. His name was not in the title, but it was on the front page from the middle of July. It was used as a secondary title to the name Doctor Octopus where it was also added that he was a former employee of Oscorp Industries. But Octavius was not a mutant. He was not a mutant, but he led the mutants. There was an apparent disagreement between him and Spiderman, though the paper led one to believe that this had nothing to do with Spiderman's innocence in the affair, but the scheme had been Octavius'. A horrible scheme! One that took advantage of the city. One that would likely destroy the economy, the lives of normal citizens. There were at least seven people injured during the fight between Spiderman and Doctor Octopus, but no evident deaths. It was evident enough however by the picture how those mechanical arms were used when not grabbing spam from a cupboard.

Otto looked through more papers and found his name again in a back article about how Doctor Octopus AKA Otto Octavius had escaped from an insane asylum, had taken back his arms, and was at large and dangerous. A paper from before summer told of how he was involved in a great gang war. Literally gangsters were all fighting over control of the city and he was amongst them. He found another paper telling about how he had gathered a horde of super villains to help him try to take over the city with computers. He kidnapped a policeman's daughter and conducted his scheme from an underwater lair under the title Master Planner. So now he had two villain aliases!

Biting his lip and staring out the window for a moment, Otto felt very cold and very alone. More than anything he longed to go home. This could still be a nightmare, he tried to tell himself, but he had spent too long a time here to believe this to be true. The word "asylum" sent chills up his spine, the word "kidnapped" made his heart ache, and the words "manipulative", "infamous", and even "murderous" made him feel so sick he only moved to allow himself to lie down on the futon and squeeze his eyes shut.

All that cold spam had was not improving how he felt either. He got stomach aches easily. But he did not remain there long.

His future self would return soon, and although part of him tried to argue that perhaps the paper was just a load of lies and Otto Octavius still could be a fugitive from an evil empire, he knew that he was only a fugitive from the normal law and for a good reason. The man who had put him here in this shack was enough to send chills down anyone's spine. If he had not seen him first so surprised at the expo where he did not want to rouse attention to himself but had instead seen him as he had this morning grabbing him around the middle with those mechanical arms like a snake, he would have had no trouble believing that he was evil. He would have had no trouble believing he was downright insane. Behind those eye pieces that covered older Octavius' true eyes the boy had sensed seething hatred and for his younger self besides.

Who else but an insane villain would threaten his childhood self?

Slipping quickly from the futon, his heart racing wildly, the boy had only one thought: to flee. He tried the front door, but he was not surprised that it was locked. Pulling the lock of the window, Otto pushed it up and looked down. There was no screen, but climbing down looked precarious enough without snow and ice, and without even gloves to keep his fingers warm, he would not be able to keep his grip.

He had to decide now what he feared more. Doctor Octopus or falling.

Otto paused blinking out across the street, but he made up his mind soon enough. Swinging his leg out over the windowsill he scrambled with all the care and slow patience he could muster to climb out and try to ease his way to the drain pipe. It took only a few seconds for his fingers to feel numb. The bone chilling breeze whipped past him and burned his ears. He had not even zipped up his fall jacket in his panic to get away. Closing his eyes and blinking away a stray tear he wished his mother was there to take him home. But looking up again he reached up for a pipe along the outside of the building, and thought that if he held on tight enough with one hand he could reach the drain pipe with his other hand and only one foot on the windowsill. Reaching upwards he tried, but fear overtook him. He withdrew back to the window breathing heavily.

He could not do this. He just could not.

But just as he was going back into the building he slipped.

His cry pierced to the air, but he did not strike the ground. He had hardly felt the prickling terror of losing his footing on the ledge when he was suddenly snatched by the swing of one of those mechanical arms. Below him Doctor Octopus leered up in a manner which made Otto think of a rattlesnake's rattle.


	4. Chapter 4

JMJ

FOUR

After practically throwing young Otto back in through the door, Doctor Octopus dropped a crate onto the counter. He also dropped a sack in front of the boy, which contained food and drink. Neither the younger nor the older of the one Otto Octavius said a word as the good doctor set to work at once upon his machine. Neither Octavius even bothered to shut the window for a long while until Doctor Octopus threw an arm over and shut it without looking.

"Little wonder why Boraas' machine overheated," he muttered, but he lacked no confidence that he could not only build, but also improve Pr. Boraas' machine. Though, improvement might have to wait until later. Right now he just wanted to send his younger self back where he belonged before any more damage could be done.

It was interesting to note that no severe damage had been done already from young Otto's knowing what he did.

He glanced down at Otto and frowned as the boy went straight for his favorite cookie. It had been another test even if a small one, to grab two kinds of foods to see which he chose over the other. Out of salami and ham Otto went for the ham because young Otto thought salami was too spicy. Mustard and mayonnaise set before the boy and he chose mustard over mayonnaise for his sandwich. All children liked white bread best so he had not bothered with that. From two cans of soda, he chose lemon-lime over coke. Except then he noticed the water bottle and chose that instead. There had been times in his life, in the name of good health, when he had wanted to fix the affects of his mother stuffing him like a pig as an infant. Around seven or eight years old to thirteen years old had been the first prime, and his college years had been the second time and more successful. (That time it would have lasted too if he had not started binge-eating at Oscorp.) But that was digressing too far, Doctor Octopus realized. The point was that now everything was perfect. He could not satisfy that part of older Octavius that still wanted to allow himself to believe that the little boy was not him.

Returning to his work again, he thought he should be able to finish it by late afternoon if he kept to it and there were no interruptions. So far the boy was keeping to himself, and more importantly, so far it seemed that Spiderman was still occupied with more open conflicts. The Hobgoblin was still at large. Doctor Octopus could almost thank him for the distraction. The last thing Doctor Octopus needed was a certain arachnid showing up in the middle of all this.

He took a break after a time, a short one just enough to eat some lunch himself. Everything seemed to be going quite well, and he only had a few minor adjustments to make before he could test that machine.

Then little Otto began to sob. Again at first, Doctor Octopus ignored it, but after about ten minutes of that incessant weeping he turned around and glared at the boy.

He paused folding his hands together at the tips and then asked lightly, "What is your problem now? Lunch dissatisfying? Stomach ache? Internal bleeding?"

Eyes swollen and filled with tears and face as red as a tomato, Otto choked on a heavy sob, and looked up at his older self.

"What?" hissed older Octavius.

"Why?"

Doctor Octopus rolled his eyes. "Why what?"

"You stole those parts," the boy breathed barely audible to understand.

With an irritated grunt Doctor Octopus returned to work.

"Do you want to go home or not?" he muttered.

The boy only sobbed the more.

"Then keep quiet and let me work," said Doctor Octopus. "You can't imagine how trying it is to have you sobbing like that. After all. If I make a mistake just think of the catastrophic consequences." He said this oozing with sarcastic concern. "You may end up in the tusks of a charging mastodon, and as interesting a sight that would be for me to watch you get devoured like that, it would be to neither of my benefit in the end."

"But why?" sobbed Otto. "Why did you become a thief? Why? You could be a famous scientist! A _real_ scientist! You're just a criminal!"

Doctor Octopus stiffened again.

"Just a _criminal_!?" he growled pounding the table with his fists.

He was as angry with himself that he allowed the boy to irritate him so easily as much as he was with anyone having the gall to dare say he was not a real scientist or that he was just some criminal. His arms were in a dizzying rage and prepared to rip the whole place to shreds. Then he glanced at the futon and the newspapers stacked about loosely. Blind rage fell away. After all, the situation was truly delicate. He smiled at the boy. Then he began to work, somehow feeling rather satisfied.

"The truth burns," agreed Doctor Octopus.

Otto only continued to sob as he tugged at the cover over the futon cushion.

"What about your dreams?" He asked this with such passion and such longing that it was almost too pitiful to ignore like some lame movie line to a soppy Christmas special.

"Am I supposed to be moved by that?" asked the good doctor.

"I don't know," sobbed the boy. "…I don't know."

"Of course you don't. That was the inescapable truth of the old Otto Octavius: your wavering insecurity and instability. There's no use in discussing the whys or the what ifs. Your fate is what it is and you cannot be expected to comprehend it. Years from when you come from you will hardly have begun to comprehend. Otto Octavius must _die_ before you comprehend."

"I'll stop it," sobbed the boy. "I'll change whatever happened. I promise! I—I'll go to another state! I'll make sure I don't have to do this!"

The mechanical arms like vipers swung in the boy's direction and hovered over his head while threatening to bite.

"Indeed," mocked Doctor Octopus. "And how do you know that you wouldn't just bring it about by trying to prevent it? You're _weak_ , Octavius! A spineless, sniveling weakling! You cannot deny that if you went back now you would be no different."

Young Otto bowed his head in submission to the truth.

This seemed to instigate Doctor Octopus' thirst for more. "You would ever be mild, quiet, over-obliging, cowering before the feet of others, willing to let the whole world abuse you for their own sport and exploit your endeavors and everything that belongs to you with no more than a trembling whimper from you. If I did not need you I would put you out of your misery myself, you derisible worm. I am not simply some insignificant crook. Not even Otto Octavius has the right utter such blasphemy. I, the improved Otto Octavius, am the greatest criminal mastermind the world has ever known, and all will bow in terror before my might as Doctor Octopus!"

The boy buried his head in his arms crying to himself all the more.

"Hmm …" Doctor Octopus thought after a moment or two: _I may have to postpone the correcting of time a little while longer …_

But it was not because of the boy's sobs and laments.

He did not tell the boy when he completed the time machine. His testing it on an old pen worked, and his excuse for the boy that he could not send him back immediately was twofold: one that it needed to reboot, which was the truth. The other reason was that he needed to make it safe for human travel, which was of course an outright lie. If Otto came to this time in one piece he could return in one piece, but his younger self did not question him.

Straight afterwards Doctor Octopus went to work on a second machine; the child could not tell that it was not part of the time travelling process. Nor did he have the heart speak any more as he wandered about the small space in an agony that would have rent the heart of most normal human beings, but Doctor Octopus was devoid of all pity. He had lost it when it was because of pity he had felt guilt enough to lose control of his fears. He had uttered his guilty terror of an avenging hero descending upon him as a spider upon a wingless fly, and that was weakness. Fear was weakness. Pity was weakness. Lack of control was the weakest of all.

Time would go as it should. Doctor Octopus had confidence in his complete control of that. Except that early that evening when he was about to finish the machine he could not believe his misfortune in finding that the head band of his new project could not be completed in full without something as measly as a couple screws and a final wire.

Little Otto, almost asleep on the futon, awoke with a start to find his older self ripping up a floorboard.

They were nails not screws.

Doctor Octopus threw the board down and snatched up his laptop. Those screws were too small. The hinge screws on the cupboard were too big, and after this _Three Little Bears_ inanity he could not find screws in the entire place that were just right.

The world was against him!

The computer had a wire he could use, but he would have to get the screws from outside.

Fine.

Just a quiet slip to the nearest shop. Buy a bag of screws with some stolen cash. Okay. He could deal with that. Just as long as it was quick, and if he went in disguise, no one would know.

Locking boyhood Otto in the closet while he was away, he returned not long afterwards, but he had not come back unseen …

Little did he know that the timing of a passing spider had been perfectly matched to see a very familiar looking person coming out of the hardware store. Busy though he may have been with other matters at hand, Spiderman could not just leave Doctor Octopus to slink about as he chose. He was well aware that since his escape from Ravencroft, Doctor Octopus had not been idle and that he had been using the opportunity, as the opportunist and manipulator that the old villain was, of Hobgoblin's terror to work his ilk behind Spiderman's back.

#

 _Maybe I can catch Doc off guard and avoid a very merry Christmas reunion special with the Sinister Six,_ Spiderman thought _. I'm sure they got another present for New York gift wrapped. And I've had enough early Christmas presents as it is …_

After the good doctor disappeared inside his residence, Spiderman carefully peered through the window from above, trying hard to make sure his shadow would not block light enough to arouse Doctor Octopus' suspicions.

 _Wow_ , he thought as he looked inside _. Even criminal masterminds can get low on cash._ _Guess he couldn't get himself a fancier hideout for his little workshop._

But he found that this was not going to be quite as simple as he had hoped. After slipping out of view a moment while a mechanical arm slithered away from the counter, he peeked back just in time to see little Otto released from the closet.

 _Oh, no._

Another kidnapping like last year. Except who the boy was and why Doctor Octopus wanted him was not clear. It must be said that it was not lost upon Spiderman the definite resemblance between Doctor Octopus and the boy. He hoped they were not related. Being related to that nut job was almost as bad as being related to the Green Goblin.

Fortunately, Doctor Octopus had his back turned to the window and looked plenty occupied with whatever machine he was working on. He was too occupied anyway to look back at the boy as he sat miserably on the floor.

 _Okay_ , thought Spiderman. _If I do this quick I can get the boy out of this place before Doc can get over his shock to know his favorite dancing partner's arrived._

He shoved the window upward. In that split second motion that the window had opened, he threw a web out to the boy, who in his surprise could do nothing but make a small " _Ulp_!" Out the window he pulled him and held soon in one hand. Spiderman did not wait for Doctor Octopus a second as he threw out s web line and swung away.

There was a short pause then.

A deadly silence.

Doctor Octopus took in the situation quickly enough. More than the boy's disappearance and an open window was the well known sound of the web shooters in Doctor Octopus' ears. He would have known the sound in a coma. After a few seconds of being frozen in place, all rage swelled up inside him to a feverish peek of indescribable and inescapable blinding rage.

" _RRRRRRRRAAAAAAAAAAAAAAAAAAAAAAAAHHHHHH_!"

The explosion of a volcanic eruption could not have been more dramatic. The boy in his fright clung to Spiderman harder from the sound of the scream more than being parted from the floor or being swept away by a mutant. Though, Spiderman only assumed it was from fear of Doctor Octopus' wrath for which he could not blame the poor child. He could not know that the young Otto's fear was ignited mostly from the fact that he knew that that nearly inhuman scream would one day be his own.


	5. Chapter 5

JMJ

FIVE

Setting the boy down out of sight in a junky alley Spiderman had no time to say anything but to firmly tell young Otto to stay out of sight. Spiderman hardly had time to get away from the boy before the wall around their escape window burst out like an explosion, and Doctor Octopus emerged. Two arms clamped intensely into the street below like the claws of some bristling beast, but Doctor Octopus himself remained at the second storey's level.

"Where is that boy, arachnid?" he demanded.

On the side of a nearby building, Spiderman lifted up a hand after a short pause and said innocently, "Look, Doc, I know the holiday season can be a lonely time for some people but is kidnapping—?"

 _SMASH!_

Spiderman easily avoided the collision of the arm lunging for his face, but he still had to dodge the rubble before a second arm came and almost had him by the ankle.

"Shut up!" snapped the good doctor. "I have zero patience for your petty jokes right now!"

Leaping to the top of the structure he was on Spiderman took a bow, "Thus why I deliver them!"

With another growl of rage, Doctor Octopus rushed towards him.

 _Good, he's following_ , thought Spiderman leaping further into the abandoned neighborhood. _But it won't take him too long to recover from his tantrum enough to realize I'm leading him away._

Neither Spiderman nor Doctor Octopus looked back down at the boy as he slipped into a loose construction pipe and peeked out. In horror he watched his older self fight the living scene of the description in the papers. Debris came crumbling down suddenly, and he squeezed his eyes shut and held the sides of his head. The sound he made, barely a squeak, caused Spiderman to look only for a split second, but that split second was observed and understood by Doctor Octopus, for he had heard the sound of his younger self as well.

In a sudden motion Doctor Octopus made a sweep for the boy with a mechanical arm. Spiderman wasted no time in diving after him too. It was just a little bit too late. Doctor Octopus had the boy in his clutches and not only did he have him but he had the advantage now as well.

"Leave now, Spiderman!" snarled Doctor Octopus. "Or this boy will _die_!"

Spiderman froze.

A sneer appeared on Doctor Octopus' face, but Spiderman was looking more at the boy who stared out ahead in blank terror as when Doctor Octopus said the word "die" he gave the boy a violent shake. He held the boy around the middle, and he was not letting go. In fact, a second claw came from above and snapped above the boy's head.

The boy let out a cry and covered his head.

The sneer on the villain's face dissipated somewhat though as he thought a moment. He landed his feet on a rooftop and planted an arm into the roof beside him.

"No," he said. "On second thought. Come here while I can still see you, and we'll end this now."

"So," mused Spiderman a moment, trying to pretend he was not as concerned as he truly was, and he rubbed his chin. "You think I'm going to just bounce over there and let you kill me?" he asked.

"For the sake of the boy, Spiderman," said Doctor Octopus with a curt nod. "Yes. Yes, I do. It's you're main weakness. My favorite weakness of yours, and I know one day it will bring your end. Why not let it be today? Face the inevitable with me. The irony is swelling."

With one arm still planted firmly on the rooftop, the only idle arm was put into use now, spinning with the buzz of a remote control helicopter and the deadliness of a buzz saw.

Spiderman looked at the boy and then back at Doctor Octopus, but Doctor Octopus made the mistake of making the first move in sending that slicing blade towards him. First Spiderman dodged out of the way. A few claw-fulls of crushed rubble and missing Spiderman each time, he swung for him without relent. And each time Doctor Octopus missed Spiderman thought of something to say that made the villain more annoyed than before. Thus blinding Doctor Octopus in his own rage and slowly getting closer to the human body of Doctor Octopus he suddenly made for the kill. One good and sudden kick in the chest and Doctor Octopus fell backwards on the roof and was down, the breath entirely knocked out of him.

The arms lost their grip immediately, and the boy fell.

Even in numbing pain Doctor Octopus opened his eyes. He was on his knees in a second with a gasp and an uncharacteristic horror upon his face as he heard the scream of his childhood self. For the first time since he had become Doctor Octopus true icy terror had penetrated his heart in that second of his younger self's fall.

But all this had been lost upon Spiderman, fortunately for him in more ways than one. More important than Doctor Octopus' pride, his younger self was quickly rescued by the hero who dove in to catch the boy in a web net tossed below him. The boy landed safe and sound, though plenty tousled and a heart beating wildly.

Scrambling into what he could manage as an upright position, young Otto looked up at the hero and although he could find no voice he mentally thanked him with his face for saving his life. But his eyes grew wide suddenly in renewed terror, and thrusting a finger upward as he clung to the web net he was in with the other hand.

"Spiderman!" he cried.

Spider sense had told Spiderman before the boy spoke, but it still somehow was too late as he turned around and the clawed tentacle of the angry octopus snatched him by the leg. With a great strangled yell that certainly made Doctor Octopus hoarse right after he released it, the villain swung Spiderman as hard and as fast as he could against the nearest wall. Although still clutching his burning chest with one hand and moaning with pain of his own with a ragged breath, it seemed only to strengthen his resolve to get rid of his unwanted adversary as he swung him again into another wall crumbling from having been damaged earlier during the fight.

The building began to lose its bearing as Doctor Octopus smashed Spiderman into the wall once more. A web was shot here into Doctor Octopus' face, but it did not stop the building from closing in around him as Doctor Octopus let loose his foe to fall in the midst of it.

As hardy as the Spiderman was he was down momentarily.

Shoving the rubble out of the way was nothing. Whole buildings had fallen on him before, and he had not been buried this time. It took him a few minutes to gather himself however. With a moan and rubbing an aching bruise, he looked up but another tentacle did not dive in to hit a foe still weak. Throwing out a line, Spiderman leapt onto the nearest undamaged roof, but as he looked around Doctor Octopus was nowhere in sight.

A hope, though faint, passed through Spiderman's mind that Doctor Octopus had run off, but as he looked at the ragged remains of his once cozy web net, he saw that the boy was no longer in sight either. For a few moments he stood in silence as he thought of his next move. A chill winter breeze howled overhead and tickled his wounds.

Then the wind stopped as though on cue for him, and he discovered that it had been blowing away the edge of a cry. The edge he caught was clear enough to know that it belonged to a child. It had to be the boy calling out for help.

#

The last screw … done!

The place into which Doctor Octopus had brought little Otto might have once been a great lobby in the roaring twenties. Elegant, long, and clean it once had looked, adorned in people dressed in suits and furs. Now the only remains to prove that it had once been an upscale space were the long art deco windows; though the glass was missing on several.

In a sheltered spot upon an indoor balcony the doctor had been working with little care for the chill. The heat from the electricity running through his harness around his waist kept him warm enough anyway. Though, he kept careful watch over the lights at the end of his tentacle arms so that they would not shine as beacons to alert Spiderman through the wintry darkness. Through a pair of doors one could see the severed balcony outside which could no longer be used as half of it was fallen away. The shadow of the building next to this one hid all in a ghostly shroud, but in a darkness as heavy as this, the light of his arms could possibly be seen even if they were not shining through the windows. He kept them low and only to his work.

Doctor Octopus stood back a moment now. The success of his finished headband and the fact that he had been able to bring the time machine and his other machine with his screws cheered him up a little, but he still had to deal with his younger self.

Amidst graffiti, empty spray cans, cigarette butts, and broken bottles little Otto huddled hugging his knees. He looked up suddenly as Doctor Octopus turned to him. As the doctor approached, the little boy scooted back a little. It was a near involuntary movement on young Otto's part after he had seen those deadly tentacles in action.

"I'm not going to kill you, you know," said Doctor Octopus calmly.

"You want to," whispered the boy weak from fright and sorrow like a small ghost himself in these forsaken surroundings.

But what else was this child but a ghost, Doctor Octopus thought to himself. A ghost of a lost soul that died a little more than a year ago.

No.

The ghost of a dream that did not exist in the world. The ghost of an optimistic innocence forgotten in Otto Octavius long before his accident. There had once been a fire in Otto Octavius lit with a dim hope by a future that was never to be. A foolishness in believing that hope ever did anyone any good. That goodness in itself held the world together. It was a time when he had believed strength came from goodness as most naïve children do. It was before all hope had been lost to the reality of life. It was no different from anything else in the natural world. It was to eat or be eaten. To fight for survival or to be dragged under and perish. Natural selection! Survival of the fittest! There was no place for fairy tales in which goodness always triumphed and the lowly were always saved and brought out of their pits. Otto never was. He had been dragged ever deeper into an endless hole until he himself had the strength to pull himself out of it. Many are not so fortunate.

And he would make sure that Otto would not be able to destroy his one chance of escape from his self-dug grave, for he would never escape anything unless he was able to become Doctor Octopus. The grave would only be dug somewhere else, and there was no chance that he would be able to emerge from a different situation as anything but to be lifted into a coffin.

Doctor Octopus would survive.

"Please …" the boy said very quietly. "Can I go home now?"

"Yes, so you can be a 'real' scientist." The sarcasm oozed from his lips like ocean mire.

As he spoke, the cold beast from the ocean depths placed a sort of helmet upon his own head that was a little like a blast shield, but it was to protect him from the rays of a machine that would not be contained in the headband. It had been faster to create a protection for himself than a containment component for the actual machine he was about to use on his younger self; though now he wished that he had made the band containable. It would have saved him the trouble of accidently luring Spiderman over for he would not have needed those screws for which his little drill had had no matching size in that pathetic hideout.

But no matter.

He snatched the boy around the middle again.

" _Ack_!"

"You'll modify the past and secure your future so that your future self doesn't lose his mind," said Doctor Octopus and he smiled. "And then you can live your dreams in some grand facility overlooking a natural oasis as though you're in some sort of _Star Trek_ paradise."

"It's too tight!" whimpered the boy struggling pitifully wrapped as though ready to be swallowed by a python. "Lemme go home! I want Mom! I wanna go home! You won't be here at all if you don't lemme go home …"

"Of course, we mustn't keep poor Mommy dearest waiting," said Doctor Octopus, but he did not loosen his grip by much, and with another tentacle he placed the headband on top of young Otto's head. "And for the sake of preserving the poise of time from this anachronous event: the sooner the better."

Then Otto opened his eyes and stared hard at the good doctor smiling like an evil old serpent, and a realization came to him.

"You're going to make me forget …" the boy whispered Tears brimmed his eyes. " _No_!"

"No one can lay claim that Otto Octavius has ever been intellectually inept," Doctor Octopus said lightly, and with the same arm with which he had placed the headband on the child's head, he flipped a switch.

It was that at that split second that he turned the switch that a web shooter pulled it suddenly from the boy's head. Spiderman had only just arrived on the scene, but it did not matter. The effect had already worked on little Otto, and Spiderman's pulling it from the boy's head only released the effects of the machine to affect Spiderman more than it otherwise would have. Before Doctor Octopus himself could register what had happened both boy and superhero were passed out.

He only realized fully what Spiderman had done after Spiderman dropped with a small thud on the floor.

"Having an off day, I see, Spiderman," muttered Doctor Octopus.

Pausing for a moment to look down at his fallen adversary, Doctor Octopus thought about the pleasant surprise this situation had brought him. An unconscious spider does not fall into one's nest every day, after all, but he was not going to take any more chances with his younger self. As quickly as possible then he set the time machine up to return young Otto to the empty place in time from which the boy had emerged.

The boy disappeared with a rather anticlimactic exit as though Otto had never crossed paths with himself.

 _As it should be_ , Doctor Octopus thought.

#

"Otto?"

With a heavy moan young Otto awoke from his chair where he had been sleeping with his head in his arms over the top of his little desk. He felt stiff and sore and incredibly tired. His rib cage felt as though he had been stuck in a metal hoop.

"Otto, you fell asleep doing your homework? That's not like you!"

It was the voice of his mother coming in through the doorway of his room looking like she always did. A bit haggard, frumpy, and scattered, but his mother nonetheless, and though Otto did not know why, he began to cry as if he had not seen her in a very long time. It had only been after supper since he had gone up to his room to work, but even that felt ages ago even if he could not explain it.

After looking in a dazed sort of way up at his mother rushing to his side, Otto slipped out of his seat and jumped into her arms.

"Mom …" he sobbed.

"Oh, Otto!" gasped his mother. "You look terrible!" She ran her fingers through his hair. "You're hair's all sweaty. You must be sick. Poor Otto! Here, let me take your temperature and then I'll help you into bed …"

#

For a moment Doctor Octopus paused as though half expecting something to happen in the present from the experience he had just gone through. He felt nothing unusual save the dull pain where Spiderman kicked him in the chest. He sensed nothing new, but then he knew that if something had changed in the past, he would not know it now because he would remember his past the way young Otto returned. But he was still Doctor Octopus. That had not changed. Admittedly it was strange to think that he might have potentially come to this spot on this balcony with his younger self for a completely different reason than the way he remembered it. He might not have been Doctor Octopus to begin with. He could have been in someplace entirely different altogether.

But such trivial thought was foolish to waste one's energies on.

He was satisfied now; he was not a miserable weakling, and that was all that mattered.

That and the still unconscious Spiderman behind him.

Tossing his shield helmet aside, he turned and smiled down upon the limp form now lying so helplessly at his feet.

"Ah, now to the destruction of Spiderman …"

He savored the moment with a deep predatory inhale and a sigh as though about to enjoy a sinful pie as he prepared his arms for the end of Spiderman once and for all. But fortune was no longer with him.

Spiderman awoke with the strongest tingling of his spider senses and leapt with a start upright and onto a wall just before the first claw tried to grab him.

"Doctor Octopus!?" Spiderman demanded. "Whoa, what happened?"

Although disoriented and confused, he was not so out of it not to be plenty prepared for a second strike of Doctor Octopus' arm.

How much Spiderman forgot Doctor Octopus never found out.

 _Unfortunately not that he was Spiderman_ , Doctor Octopus thought angrily.

Though, the idea of blocking out all his memory was not a bad one to save for later if Spiderman escaped him now.

But he seemed to have forgotten completely about the boy anyway.

Doctor Octopus dove in for the kill yet again, and again Spiderman was ready for him.

* * *

 ** _NOTE: Still more to come ..._**


	6. Chapter 6

JMJ

SIX

"You told me the Sinister Six is only phase one," said Vulture. "What else does your scheme entail now that your private business is taken care of?"

With no windows and an electric door all was quite artificially sealed up like a mechanical, sterile cocoon. The light provided from the ceiling cast artist's shadows for atmosphere but allowed enough light with which to see everything adequately. In this enclosed clean white space the two super villains Vulture and Doctor Octopus were seated at a glossy round table. A small but very expensive meal lay before them and over which they conducted their business.

As to Vulture query, yes, his private business had been well taken care of. The only thing that would have made it better would have been the destruction of Spiderman, but at least Spiderman's escape meant that Doctor Octopus was still at large and that he had been able to bring all his machinery with him into hiding until he could come here.

Vulture and the doctor had known each other in their previous lives. Not that Doctor Octopus cared to tell him anything of his experiences with time and space and cleansing out anachronyms, but perhaps the former fact had made them trust one another more than they otherwise would have. At one time it had been Adrian Toomes who had the young and naïve though brilliant Otto Octavius under his wing so to speak. He had been one of the only people that actually had respected his opinion before anyone else wanted him as anything more than a brain machine, but now it was Octavius who stood as the master or powerful enemy of all.

Thus Doctor Octopus considered Vulture his right-hand man in his own criminal empire. His competence had been proven better than most and his loyalty so far had never been subject for debate in Doctor Octopus' mind.

He knew Toomes' suspicion that the "private matter" had been something more than the good doctor let on. That suspicion was warranted even if misplaced. Though, loyalty and trust aside, Doctor Octopus knew it was in his own best interest to let him in on the second phase of his plan even if it had nothing to do with the matter Toomes thought it did.

"This is not to get out to the others," Doctor Octopus told him. "But you know that I have been privately funding and aiding a certain Dr. Trainer."

"She's been around to my knowledge since after the fiasco in the underwater base."

Doctor Octopus made a face. "Quite …" Then he cleared his throat. "Having just recently graduated this past May with her doctorate, I took her in entirely. Thanks to my guiding hand her work has been accomplished. It is beyond mere optical illusions as the holographic avatar of her secretary Miss Brancale. Even Mysterio's illusions have more power with the use of robotics, but what this new project gives us is something more. Now we will be truly unstoppable with the technology I will unleash through her. The ability to reconstruct metal particles into any shape I desire. It has already been tested on her secretary's avatar. Even the greatest blow Spiderman could give her would only mash the particles for a time as with Sandman, but it requires not the complete concentration that Marko needs to keep it up as being in the direct heat of the moment. It can be controlled calmly and calculatingly from a distance, nor will the particles be affected by water. There have already been complications with Sandman and Hydroman working together. And Electro, regardless of how well he can control himself in theory, his … mood swings are unpredictable and have been the cause of certain failures …"

"It sounds like you are replacing the Sinister Six altogether," said Vulture with a sharply raised brow.

"I need you, Adrian, to help me orchestrate them for a distraction," said Doctor Octopus. "I know Spiderman will be suspicious either way without my presence among them, but there is no distraction better than a horde of angry monsters. Without Shocker and Mysterio as part of the Six any longer, aside from you and I the rest are of my own invention. I have a right to use them as I will. It's all based on _my_ work even those created after Sandman and Rhino. The more others try to steal that from me the more I will rein in their monsters for my use."

Vulture nodded slowly and after a pause said, "So these new adjustable metal particles are indestructible, but it must have a weakness of some kind. It must need a power source and someone must operate it."

"I will provide the power source, and I will remain hidden with it in this very facility. No one joins me," said Doctor Octopus. "Spiderman must not know where I am hiding. As for the controlling of its substance, I've learned from the past that to be to the Master Planner and the tool to carry the plans out is not wise. Thus I have come up with a host to control it. A mediator."

"What is that?"

"The real Miss Brancale, Miss Trainer's secretary," said Doctor Octopus. "Her loyalty to me is perhaps unhealthy for her, but it is all to my benefit. She would betray even Trainer for me."

"Crossing emotional women is never a clean business, Otto," Vulture warned confidentially as one who seemed to have experience on the subject.

Lifting haughty brows unconcerned, Doctor Octopus remarked, "It's not any different than dealing with clinically emotionally disturbed devotees."

"But you were just complaining about Electro as unpredictable," said Vulture.

"Except I am guaranteed full control over Miss Brancale if she happens to misbehave," retorted Doctor Octopus, "but I doubt that will be necessary. Her new avatar has given her all she's ever wanted and more, and all I want from her in return is Spiderman at my mercy. Thus the point of the plan. Instead of revealing the power we have immediately I will introduce a new super villain. Stunner. In the midst of the chaos which is the Sinister Six she will appear. Someone he has never faced but who is entirely under my control. Now I have more control than I ever have had before."

He closed his eyes a moment to take a drink from his glass.

"At the appointed time then?" asked Vulture after a pause.

"At the appointed time," said Doctor Octopus. "Call me and inform me when everything is ready. I will be waiting. Then I will unleash the terror."

#

With hands wrapped behind his back in the space provided beneath his harness Doctor Octopus looked up at the central machine, the heart of the particle manipulator. Young Dr. Trainer was checking everything over with careful meticulousness, and he smiled as she told him everything was working as it should. With a satisfied nod he left the room without a word.

Everything was as it should be.

Here in his underground lair he would control in safety as with the underwater lair, but there would be no bringing in kidnapped children so that the center would be untraceable to Spiderman. There was to be no fighting in the lair. It would not be over until Doctor Octopus met up with Stunner outside the lair and Spiderman was so weak before him, it would almost be too easy to end his life at his feet. He looked forward to it with the relish of what had been taken away from him when Spiderman had been unconscious in that abandoned building once his younger self had been returned to his proper time. He felt confident that Stunner would take the fight out of Spiderman, so there would be no risk of a second wind.

The title Doctor Octopus extended to more than his mechanical arms but also into the intangible realm of the psyche in which every mind working for him was entangled in his tentacles. Nothing could go wrong. Vulture gathered the Sinister Six, Trainer was working as a technical support with the mainframe of the machine, and all Stunner needed was a flip of a switch in the next room for the battle. When Spiderman was no more then he would be free to spread his tentacles through the entire underworld as he had begun to do again in his cyber ward with the rising Hammerhead that summer. There would be no one to stop him. By Christmas morning Spiderman would be dead and all of New York would be Doctor Octopus' to take.

He came to another room, cut off to all other people since it could only be accessed by someone with the right shaped claws that matched ones on his arms. Since the arms of Doctor Octopus were unique to him alone it was a private room for him alone.

Inside he waited until the electronic doors shut behind him. The lights flickered on then of their own accord, and he made his way to a swivel chair upon which he perched as though it was a throne. Near at hand were the security cameras for his lair as well as a few other cameras that were not on yet as they would not be useful until the plan commenced. One was Vulture's, another was Stunner's, and there were a couple other cameras which were placed in the abandoned alleyway near the docks where Doctor Octopus hoped to trap Spiderman for his defeat.

He closed his eyes briefly and paused before he looked down at a door behind which was hidden his time machine.

It still remained a secret, but he had decided to keep it. It had begun as a sort of precaution in case this plan went awry mixed with a certain amount of cold curiosity. He had a sort of plan growing in which he might be able to go back in time and destroy Spiderman before Spiderman knew who he was, but it had not been stabilized yet in his mind.

Having pruned the machine, perfected it, and created a dome around it he made it possible to use it backwards from the intended use of it. A subject could be sent to the same subject of a different time instead of the subject of a different time being sent to the present. It could now almost be used as a time machine after the fashion of H. G. Wells' fantasized machine.

But there sprouted a prick in the back of Doctor Octopus' mind, which had been growing ever vaster with the plan now ready to be unleashed. He had the ability now to go into the future to see if his plan succeeded. He had the ability to see anything of the future he desired. The past held little interest for him; though, the fact that a possible future plot grew in the back of his mind that had to do with it. The future however called to him in a manner that was beginning to be hard to ignore.

Another lock made just for his arms stood by the closet door, and lifting himself up from his chair with his arms, he raised one arm to open it. The door rose up into the wall and he looked down upon the pod he had made around the time machine.

All of time and space was at his disposal in that pod. He could be gone for weeks, years, and return this very second and no one would perceive his absence. There was so much knowing the future could offer him, and this plan here was all set up. All he would have to do would be to set the dominoes in motion upon his return. For a moment he resisted the temptation, but Doctor Octopus had never been one to resist intellectual query when he considered all of life a potential experiment for his own gain.

He stepped inside his pod.

"Let us see," said Doctor Octopus to himself, "how this plan plays out."

He set up the machine to lock onto itself three months in the future.

At the push of a button he awaited his reemerging in this very room beside the time machine of three months hence. There was a strange overpowering tingling sensation that ran through Otto as if his very body were dematerializing into time and space like the metal particles of his latest scheme. Or perhaps being beamed into Star Trek. Either way.

Just as the tingling began to feel painful, he felt a sudden lurch as though he had suddenly woke up from a deep sleep. It was as though time and space had held him trapped between time longer than anyone would ever know. For a moment or so he stood in silence readjusting himself in mind and body until he felt wakeful enough to proceed.

There were no windows through which one could look out immediately to see where one was. He would have to look out and open the hatch for himself.

The only light came from pod. The screens were dead and the door still shut.

As with the clacking of his boots upon the smooth cold floor Doctor Octopus stepped out. The thrill of time traveling was lost upon his cold calculating mind, but he did feel a sense of triumph to be the first man ever to pass through time.

He tried the door to the room, but the power was dead.

No matter.

He had an emergency way to open the doors in his lair by turning his arm the opposite direction in its ready-made slot. The claw locked into place and the power from his battery pack opened the door for him. The door rose, and after adjusting the claw out of the slot, he stepped out into the empty corridor as dead as the room, save that it appeared some roughhousing had occurred in it.

Doctor Octopus knew this most likely meant failure, but he went to make sure. He stepped into the room where he had but moments before left Trainer. The machine was destroyed. Nothing remained workable power or not. He checked the far room. There were wires and straps and the helmet with which Stunner's form would be controlled by Brancale, but it was deserted.

A deep frown creased Doctor Octopus' brow as he leered at the draping wires and lifted one away with a mechanical arm as a cyborg through a mechanical jungle.

Though inside he seethed with anger, he made his way calmly back to his private room. He turned on a computer and went straight for the news websites, and yes, it was true. The Sinister Six had been captured including Doctor Octopus. A Miss Trainer had also been arrested, and although there was no mention of Angelina Brancale, she would be useless in aiding anyone by herself.

The whole plan. All those months of planning. Wasted. Almost a year's worth of research with Trainer gone just like that. It ended no differently than his first master plan.

Grabbing the computer with a claw he threw against the dead security screens with a growl.

It was exasperating, that Spiderman! That impossible arachnid! Would he never be free of him?

Anger surged through his body, but he would not give up hope just yet.

This plan had been better than his previous ones. Spiderman had not entirely defeated Doctor Octopus until February. Eventually he would come up with a plan to end Spiderman and to gain complete control over the city and beyond! His criminal empire would spread throughout the whole world. He would slide his tentacles into all like the octopus after which he was named.

He stepped into his pod again and set it forward five years from the time he had originated from on Christmas Eve 2014. He did not give the thought of Christmas a sniff, but he would have his Christmas present this year one way or another: the knowledge that someday Doctor Octopus would succeed!

The tingling sensation went through him again, but he hardly noticed this time until he reached the limit at which he felt as though he had woke from a sort of hibernation in which his cells had been unsteadily held together between time and space.

He threw open the hatch.

Blackness again met him on the outside, and he had not the slightest idea where he was.


	7. Chapter 7

JMJ

SEVEN

It was a future lair, Doctor Octopus deduced, for although he did not recognize it, he recognized his own handiwork which made up this abandoned place. Though, it was far more cluttered than he normally liked and the ceiling hung down very low compared to his usually quite spacious lairs. Something leaked, and its drips echoed in the distance behind the machinery piled here. Signs of battle were not apparent, but whatever this place had been used for at one time, it remained now as nothing more than a forsaken tomb.

Through a corridor he made his way as through the wreckage of a submarine to a ladder, which he did not need as he had his arms simply lift him to the electronically sealed hatch at the top. He did not bother with trying a claw in the lock to open it properly. He tore through to the outside and found to his surprise that he was amidst snowy thorns, which scratched harmlessly at his thick coat, but nicked his hands when he first entered into the nettle brush.

" _Ngh_!"

He beat the shrubbery away with a single swoop of a metal arm. Dry snow swept around him a moment like a cloud of disturbed desert dust.

The sickly thorn patch was not very large, and an empty industrial field lay beyond bordered by a line of scraggly trees. The cloud of his breath met the still frosty air and he rubbed his fingers against his palms a moment in thought.

The facility beneath the snow was not so much lair as a place of storage, he ascertained. Secret closets, however, were not a sign of victory. They implied that he did not have a permanent lair.

As he made his way over a hill, he saw that the city bulk was not nearly as far away as he had thought.

After stealing away with a coat and a hat someone had left behind in a nearby shed and stowing away his own coat and his eyepieces for later in the glorified closet and replacing them with a pair of glasses he found there, he felt himself ready for a trip to town with his arms hidden beneath the coat.

#

First thing he did was to go for the nearest newspaper stand. Inside a grocery store he stood just to warm his fingers a bit and read in its warmth.

Fringes of fake holly entwined in tiny white and blue lights and the sound of "Jingle Bell Rock" playing in the background were as a different world upon which he was only at the edge. It hazily filtered through a dimension that never reached him fully. He did not even hear the sound of someone wishing him a Merry Christmas as he lifted the newspaper in front of his face. Nor did he hear that the place was closing very soon.

Villains he did not recognize were running amuck, he was not surprised to read, but Doctor Octopus was not mentioned. Spiderman lived. He seethed to know that much. No other article in the paper mentioned him either, but he had other ways of finding out what he wanted to know.

Sneaking into a computer lab at a university only half closed for Christmas as it was winter term, he accessed a computer to find out further information.

His last plot had been September that year. That concerned him even though it had been several months of his own year before he had made up his plan for December. There was no report of any activity other than to be told that he had returned to Ravencroft.

No.

He had been sentenced to return to Ravencroft after he was well enough to leave the hospital.

Doctor Octopus stiffened.

In _September_ this had happened?

As he searched harder he discovered a minor web report stating that he had had an apparent seizure of sorts. He had not even truly battled Spiderman in his last face-off.

With an accident caused by one of his machines? Or just stupid Electro electrocuting him in the right way? There was no mention of the Sinister Six in his last plot, however. Something Spiderman had done must have caused it then.

And he had not yet returned to Ravencroft nor escaped?

 _Dead_? He thought.

No.

There was no information on the death of Otto Octavius. That meant he was still alive. But where? How? He went further back not caring what he found out nor about the ramification of tampering with time.

His latest plan had been the result of the second of two appearances after another time of being in the hospital in October of the year 2013. A low growl escaped as he saw that Miss Trainer had taken it upon herself to become a sort of Lady Octopus in his absence after rumor had gotten out that Doctor Octopus had died in the hospital from a weak heart. His future self had put a stop to her antics once he had escaped, and their relationship had ended sharply afterwards he had no doubt.

He stopped and went no further.

He could not bear it without flying into a rage which he would be unable to control. He had almost started to read of another foiled plan, and he still had enough sense to know that he did not want attention drawn to himself out of time. Beside, these articles were not a good description of the events.

Thus finding out at which hospital his future self resided, the villain took his leave.

He knew there would be restrictions on visiting a criminal such as he was in the hospital, but he would go then as someone else. The janitor. Why not? At a store which sold such janitorial attire he slipped out with what he needed. Perhaps on Christmas Eve the janitor had off, but even if it were so no one would probably question him.

As casual as any other worker he went in through the hospital doors. He acted physically colder than he actually was too to keep anyone from wondering why he kept himself so huddled to keep himself from not being recognized.

Then he rose to the top floor where the future Otto was roomed, and when no one was around he stepped inside and closed the door behind him.

He did not know what he would say or even if he truly wanted to speak with his older self, but he had to see for himself. He had to know. As he turned to look upon the bed lit only by a street light from outside he staggered backwards at the sight upon which his eyes were laid.

At first glance he thought he beheld an old man, and for a moment he thought that surely this was the wrong room. The man's sunken cheeks and thin dark hair and dark rimmed eyes and bony frame had to belong to the body of someone else. Perhaps it was even a corpse that someone had dragged out of the grave, for in the dim light, his skin appeared almost white.

But the name upon the wall for all to read was Otto Octavius, and the date was December 24th 2014. There could be no mistaking it too as he looked closer and even shone a flashlight glow from his arm out from beneath his coat as close as he dared without waking his older self. He recognized the nose and the shape of the skull as his own. This was Otto Octavius five years from 2009 at the age of thirty-eight.

He was Doctor Octopus. He was not to be seen as weak as this, a meatless sack of bones, thinner than Adrian was and sicker than a man already dead. He was on oxygen. His heart rate on the meter was so very strained, and a myriad of wires all poking about around him attached him to a number of fluids in the IV stand.

 _No_ , Doctor Octopus thought turning away. _There must be some mistake! I_ will _not believe it._

He blinked as though trying to blink dust out of them, but he could not respond in any other way outwardly for a moment.

Then he heard a sound coming from the bed, a rustling of the blanket and a faint moan from an all too familiar voice emanated soon afterwards.

Doctor Octopus spun around and leered like a predator cornered by a larger one. His teeth were so tightly clenched together they were grinding in his mouth and his fists were almost shaking as the eyes of his future self opened slowly and with effort to leer back with swollen puffy orbs sunken deep within the skull.

"I knew you would show up," rasped the voice, which although scratchy and weak below the shifting of oxygen through his nose, could not be mistaken for anyone else's. He swallowed queerly before he went on, "Sooner or later I knew you would."

"You're … you're expecting me?" Doctor Octopus demanded with a slight crack; his mind was almost blank beside itself with a form sudden daftness.

"Of course," said the corpse in the bed. "I _am_ Otto Octavius, after all … You want to utilize your time machine."

"If I knew— _agh_! this would happen in the future," he sputtered as he spread his hands out towards the sick creature in the bed, "then why haven't I stopped this from happening already?"

"It is … inevitable."

"Inevitable?" demanded Doctor Octopus. "The name Doctor Octopus will not suffer to be dragged under fatalism."

The older closed his eyes. "Why don't you check your medical history and find out?"

At first the younger only glared back, but after a moment he consented. Going up to the computer after the older gave him the password to see the medical record of Otto Octavius, and it was not a pretty thing to see. Failing heart. Sporadic memory. Stomach and digestion problems. Weak spine. Weak lungs. Poisoned blood. Coordination problems especially in the legs. Even his vision was worse. He had a history of three heart attacks, a seizure, head damage, brain damage (though this was no news as the psychiatrists at Ravencroft claimed that the accident at Oscorp had caused brain damage, but apparently it had gotten worse with the early signs of manic depression now), trauma to various parts of his body, signs of cancerous growths in his brain and upper spine …

Feeling a bout of nausea suddenly swim through him the younger Doctor Octopus stepped back. His own breathing had become a bit shallow without his knowing it; though once he realized it he stopped himself. The nervous thumping of his heart however could not be calmed. It was as bad as the thumping heart of the nervous breakdown Otto Octavius had had before the coming of Doctor Octopus. A tremulous rabbit, the previous Otto Octavius! But as Doctor Octopus, he had never felt emotion-induced illness. It was not right! Doctor Octopus was without fear! He would not have it!

Again gnashing his teeth together he spun around angrily.

"How am I still alive at all!?" he growled.

"Calm yourself," said the older Octavius in a condescending tone similar to the one he often used on Electro save for how strained it sounded. "I don't want to draw attention to myself."

"But how?" hissed the younger quieter but no less passionate. "How is this possible? I'm not ill _now_. There's nothing wrong with me at all."

"Mmm …" The older Octavius closed his eyes briefly and reopened them again after gulping hard on his own saliva.

"Let me put a stop to this," insisted the younger. "Tell me how I can stop this?"

"You mean besides killing Spiderman?" The older asked. "As if I haven't poured my heart and soul into accomplishing that feat with or without time travel …"

The younger paused and then shook his head. " _He's_ the one who caused this! I should have known."

"The state," the older corrected. "Had you read the records further you would have seen the root cause of what has befallen you."

The younger's eyes narrowed.

"The state felt that the only way to save the city from my irrepressible power was the permanent removal of my arms," said the older. "The surgical removal of the harness … the neural transmitter chip …"

"They _what_?" hissed the younger almost forgetting to keep his voice down.

"I agreed reluctantly," said the older. "To make it seem authentic." He loosed a queer smile smiling then, and it was a truly demented and unhealthy expression like the smile of some slimy swamp beast in a pool of noxious waste.

"You're plan to escape failed?"

"You know the answer to that."

"But you could still tell me what went wrong so I—!" protested the younger, and he shook his head again. "That's still an insufficient explanation for—"

"I had not responded well to the surgery. The after affects were worse than predicted except that I was not paralyzed. It also brought out some of my older medical conditions that were previously ignorable."

"What are you talking about?"

"The usual conditions that run alongside being overweight and deplorable eating habits," the older said with a shrug. "And Otto Octavius possessed from the beginning a feeble constitution to match a feeble character."

"But not a weak _heart_ ," said the younger conscious again of that still rapidly beating organ within his chest.

"A more recent condition," replied the older. "Though it is developing now in you, I wouldn't doubt. It would not have been a problem for years to come however without the other effects. The disruptions of unorthodox electroshock therapy perhaps? How many times have I been electrocuted by your time?"

The younger had nothing with which to respond to that.

"But I _did_ survive," said the older.

"Doctor Octopus cannot be destroyed however many times defeated," hissed the younger.

The older nodded slowly.

"My very words," he said with some amusement.

"Naturally," retorted the younger

"I returned with full vigor and rage against my enemies," said the older.

A second time the younger Octavius glanced at the computer and saw the listing of poisoning. He frowned but he did not bring it up.

"How could it be otherwise?" the younger asked distantly before returning to the older. "I can still stop this from happening."

"How, pray tell? By never getting recaptured ever again?"

"Why are you mocking yourself?" hissed the younger. "Your indifference about this whole catastrophe is unprecedented."

"Do you think getting upset about it will do you any good?" asked the older with a grunt. "Changing the past will accomplish nothing." He closed his eyes and relaxed miserably into his bedding as though sleep or even death might overcome him.

Taking a step closer, the younger Doctor Octopus studied his older self carefully where he was lying on his side in a sort of brace hanging from above by straps to keep the patient from lying flat on his back. The one direction that was natural was to look across from him at his younger self, and just as the younger began to turn away, the eyes of the older Octavius opened again.

"No matter how many times they think that removing my harness will stop me, no one can destroy me," the older assured the younger, and the younger only agreed full-heartedly. "And this is, young Otto, the second and last time they will be allowed to do that. The past is history. Meddling with time comes to nothing. This chapter in the life of Doctor Octopus may be unavoidable, but." Here his leer intensified. "Would it interest you to know that I have a plan for the future?"


	8. Chapter 8

JMJ

EIGHT

"This cannot surprise you, Otto," said the older Octavius to his younger self. "You look bewildered."

"I—!" the younger began angrily and halted glaring into the floor. "I know it's probably because I don't fully understand the circumstances, but I see no possible way my future condition can be remedied by anything save by the prevention from it from happening in the first place."

"Don't you trust yourself?" asked the older.

"How can I not?"

"Then let me assure you that I have everything under control and that I have a plan that will put the name Doctor Octopus down in history forever."

"What is it?" asked the younger who could not help his doubtful tone.

The older smiled. "Now you don't want to rush it. If there's one thing I've learned since your time it is the true meaning of patience. I have a plan for escaping this facility and for my own remedy which does not include the incompetence of state doctors."

"Who's in on this?"

"No one except myself and Tinkerer," said the future Octopus, "has heard more than a breath of this. The others at my bidding do not yet know they work for me."

The younger made a face. "Tinkerer," he spat. "Of all people?"

"Who better?" asked the older. "He does what he's told as long as he's paid. No emotional interference, and I'm through with such interferences."

"When are you leaving?" asked the younger then softly.

"The plan was for tomorrow night. Tinkerer is already setting up at the base. But we can accelerate events, I do believe, now that a more physically able Otto Octavius is here to assist. How timely your appearance is, Otto."

Looking his older self squarely in the face, the past Octopus did not have to look at the IV or the respirator or the heart rate meter or anything else hooked up to his older self to see that to leave immediately, as his older self seemed to imply, sounded completely ludicrous.

"I'll last longer than a few minutes not hooked up," retorted the older after a moment of studying the younger. "They only have me on oxygen now because I was sleeping, and the fluids running through me won't be necessary just to leave here and go to the hideout."

"What about exposure?" asked the younger crossing his arms. "I hardly see it worth such unnecessary risk…"

"A getaway van is already parked outside less than a block away," retorted the older. "All you have to do is drive us there."

"The key?" asked the younger.

"I have a second key."

The younger Doctor Octopus kept his arms crossed a moment. He felt inclined to refuse at first and remind the older what he said about patience, but that same impatience was running through his mind now. He wanted his future self to be better as soon as possible. Although his face no longer revealed his horror at what five years in the future had in store for him, it was only all the more strongly felt inside. And if his older self had a secret remedy, even if temporary, it would be better than allowing him to rot away in this industrial facility.

The only thing he wondered now was how exactly he had been planning to reach his getaway vehicle without him. He would not have been able to control his mechanical arms over as he had in Ravencroft if they had removed the neural transmitter chip. It was not as if Tinkerer would have been able to get him through the window. But no matter.

Lifting a claw, the Doctor Octopus spread it wide and held it again the glass of the window. The claw sliced through as though through butter, and after cutting away a big enough portion to allow him to leave, he set it gently to one side. It would be removing the wires which would take some work, not because it would be difficult to remove them, but because it would be difficult to remove his older self quickly without harming him the second the alarm would go off. But Doctor Octopus did not wait long. Readying himself mentally like a diver at the diving board he closed his eyes. A frigid breeze, though faint, numbed his face and his fingers. Opening his eyes again then he made his move.

#

More than a mere life alarm followed Otto Octavius as he drove the van into the night. An alarm of an escaped prisoner also sounded outside, but the police had not caught sight of him before the van had disappeared. His concern was far less about the police however than about his physical welfare.

Too weak to give his older self any more direction than to tell him to use the van's advanced GPS, the older slumped in the back seat gasping for breath and huddled against the cold even with the heat on full blast. He moved like a writhing slug and wheezed like the gnarled remains of a dead tree in an arid wind. Gulping queerly, he seemed in contrast to be swallowing slippery moist lumps of mire. Before long he seemed unable to speak, unable to respond at all, and once they had started off Doctor Octopus tried not to look at him.

It was too late to return him to the hospital, and it took a great effort on the younger's part to keep from feeling ill himself. Only concentrating on the road enabled him to ignore it as the older cracked out directions from time to time as though each word took another great percentage of life force away from him, and useless energy as the GPS was working far better than he was.

Then driving into a low pit of cracked blacktop miles away from the hospital, high rotting wooden fences encircled them and rusted barbed wire. Here the GPS announced their arrival, and after a moment of silence, Doctor Octopus glanced uneasily behind him at the still gasping bag of flesh behind him.

"In the dome shaped building over there," the older Octavius said after thrusting a finger with the effort of a ninety-year-old man towards the window.

"And Tinkerer's there?" asked Doctor Octopus. "He must know of our presence."

"Yes," breathed the older. "Stay out of sight. I'll call him and tell him I've arrived through means of a hired driver." He pointed again, this time to a headset which the younger handed to the older.

After giving Tinker the update he took of the headset off his head and said with a shudder, "I'll see you tomorrow. I'll send Tinkerer away on an errand in the morning."

His eyes were heavy, and consciousness seemed to be leaving him. As Tinkerer appeared from the building with a high tech wheelchair, the younger Octavius pulled his hat over his face a little and remained hidden in shadow.

"Ah, Doctor Octopus, so good to see you out early," said Tinkerer opening the door with a sort of Igor-like before a mad scientist. He did resemble him a little as he was hunkered and stooped in his thick coat just a little from the sudden cold after being inside a very warm lair.

 _What a sniveling worm_ , Otto could not help but think.

Evidently his older self shared a similar sentiment, for he growled, "Just get me inside, Tinkerer!"

Tinkerer agreed and calling to the driver, who he did not know to be a younger Otto Octavius, he ordered him to come around and help.

His older self hardly weighed much and Tinkerer could have surely managed without him, but Doctor Octopus did not protest. Quietly he came out of the van and helped lift the helpless angry creature into the wheelchair. He could sense his tenseness. He could sense how much his older self hated the humiliation of being unable to move strongly on his own. To have to stoop so low as to be helped and touched by the likes of Tinkerer. But he sensed also his frailty. He had moved his older self with his arms before to get him into the van, but to uphold him, even for a few seconds to get him into the wheelchair, with his bare hands felt as though he was holding his own heart in his hands—a feeble, weak, struggling heart, which would surely beat its last before long.

He watched as Tinkerer pushed the wheelchair back into the dome building. Then he slumped into his seat a moment up front again and waited, unsure as to what he should do as he warmed his hands in front of the heater. He could go back to his own time; this was true, but to what purpose if in a few short years he could become that dying creature from which he had just parted? It had made it all the more real to have seen future Tinkerer who was almost twice his age and looked hardly nicked by time save for a slightly shrinking hair line.

In silence he remained, broodingly and with a great bear's pout in his chin under his heavy brows.

After some time, he turned off the vehicle. It did not take long for the interior to start cooling down, but he did not linger. He dropped out into the snow. The lot was unplowed but the drifts not too deep. Opening the front door quietly he stepped inside.

It seemed quite abandoned upon first appearance. The whole place had been gutted to the dome, and what it had once been would have been difficult to tell if there had not been fading words on the wall which revealed that it had once been a glassware factory. It did not take Doctor Octopus long to find the secret way down into future Octopus' lair however. There was a metal platform set into the floor and a lever; though it could only be used after opening a hatch and allowing an ocular scan. No chances, apparently. At least his caution in that was promising. Then down he went after a sudden jerk. Down into the secret windowless lair beneath the earth like so many of his other lairs. He could sense its advancement. Even ill and in the hospital his older self had planned this place, and despite himself Otto felt quite pleased with his brain power.

The elevator settled, and Otto stepped off. The renewed warmth surrounded him like an oven. He found himself in a corridor at first, which looked like something of an advanced submarine after the fashion of the _Nautilus_ or out of a science fiction spaceship. Aside from a soft humming from the heating system, all was as silent as space. Along the sides of the floor and the ceiling were lined subdued lights.

Winding his way, he came upon a pair of very broad doors, which reached up to the top of the ten foot ceiling, and here he stopped. Here, although muffled, he could hear the sound of talking and movement. Pressing his ear against the door he listened. He had missed whatever would have been important to the conversation about the actual procedure. Only details remained, but he made out that that his older self could not use a full sedative for fear of killing him. Therefore only painkillers and numbing would be used. There was something about his mechanical arms, which perked Doctor Octopus' ears, but he could not decipher the entirety of the phrase. He would need a long rest afterwards too, and once Tinkerer was finished here he would leave him. The voices did not endure much past that.

Only the sound of work followed for a time. Then Doctor Octopus heard a horrible grinding screech. At first he thought it was some sort of queer sound from a machine, but it was his future self. It grew into a cry which made Doctor Octopus cringe if only because it was his own future cry, strangled, mutilated in such a sickening manner he almost sensed pain within himself before he caught himself and forced his imagination into place.

Then all was silent again.

For nearly an hour Tinkerer worked, and restlessness overtook Otto as he waited for Tinkerer to be done. Then he heard a sound of satisfaction come from Tinkerer, and his footsteps neared the door. Quickly and quietly, Doctor Octopus moved into a side corridor in shadow and opened what seemed to be a closet into which he could disappear.

Tinkerer could be heard stepping out into the corridor then, and Otto waited a little longer until he knew that Tinkerer was gone. Then stepping out again himself he made for the broad doors. He hesitated. He raised a mechanical arm to open the door, but he did not. There would be no reason to disturb his older self. Had he been dead, Tinkerer would not have wasted his time continued older Octavius' work.

Immobilized for a moment, he stood in front of the doors, but having already changed his mind about entering he withdrew and went back into his hiding place in case Tinkerer returned. Quite worn out in fact, he eventually fell asleep against the wall. Suddenly he awoke but not from a noise from his own mind suddenly reminding him where he was.

He could not remember a dream, but he knew his dreams had been restless.

Opening the closet he went back for the doors. He did not hesitate as he entered but stepped inside without reserve.

In a spacious white lab worthy of Doctor Octopus and suspended in the air upon four monstrous mechanical arms rested the future one so named. The arms were only half on at the moment, it seemed, but they were sturdy and light and strong. They was beautiful to behold, and mesmerized by their superiority to his present arms, the past Doctor Octopus did not look carefully at his older self at first. He was tempted to touch them, perhaps to stroke them as a man obsessed by the sight of gold. A lust to own them for himself passed through him, but it passed quickly enough out of him as he turned at last to his future self as he was arrested by the sound of something running louder than his quiet arms. It was a rhythmic thumping soft and hardly distracting, save in this sterile silence.

The head of his older self was bowed down, and his limbs were unmoving and limp in front of himself as though he was a sort of macabre windup doll ready to be wound by some gothic child's hand. His eyes were tightly shut with strangle discolored eyelids sunken into his skin which looked almost yellow in the well-lit laboratory. He seemed dead, but Doctor Octopus knew he was not. The sound which he heard belonged to a life support pack on his back along with the arms to which was attached two large and powerful tubes which in design almost matched his arms but they attached to his chest and a queer by steady breathing moved his chest up and down and pumped his blood, no doubt.

This was what his future self meant by remedy.

Anger swelled within him, but it did not reach bursting before his older self suddenly opened his eyes.

For a moment or so they stared at one another, the two forms of the one Otto Octavius. It was almost as if staring at himself from another dimension than the future. At the moment he felt no connection with this inhuman slug save the arms he bore. Then the older lifted his head higher and straightened himself a little. The arms began to move, waking from their sleep mode with a sound of power humming stronger for a moment, and they carried him closer.

"Breakfast?" he asked casually. "It was a long night, and I have plenty to eat in the refrigerator."

At first the younger did not seemed to comprehend what the older had said, but shaking his head out of his stupor, he agreed that breakfast was not a bad idea. He did not move, nor did he feel all too hungry until his older self showed him where the food was inside what had originally looked like a drawer in a counter, but in reality was a refrigerator of sorts.

#

After a piece of toast and some coffee seated at table which glided out from the wall, the younger Doctor Octopus felt more awake and not quite so disturbed. His older self seemed effective enough even if he did not look very pretty. The life support pack seemed to be working just as it should be and his strength seemed to be returning. At least his voice sounded more normal and there was no more writhing and shivering. The only thing that bothered the younger Octavius now was that if anything were to happen to the pack how long would he live? And although this was a grievous concern, he had to hope that this temporary solution would be fixed quickly and that his elder self knew what he was doing.

"Are you not impressed?" asked the future Octopus suddenly interrupting the younger's thoughts.

Drinking the last bit of his coffee Doctor Octopus shifted his eyes to the face of his older self. Once having set down his mug, he said, "Impressed?"

"You have not been able to take your eyes off them."

That was true. When he was not looking at the protruding life support system box his eyes had been ever upon the advancement of his tentacles. Stronger, more graceful, lighter, deadlier, an imitation of the beauty and lethalness of nature cultivated perfectly into machine. Even more than before, the arms were a part of the future Octavius as though they truly were limbs of his own. Aside from the clawed ends, which still revealed their true metal skeletal essence, they were just as some strange and wonderful alien flesh and bone from some undiscovered planet, as flawless as a quad of snakes or eels with sharp fangs at the end. Their reflexes were bewitching, their finesse as watching the flickering of flame.

"So," said the younger casually after clearing his throat. "What exactly is your plan?"

The older paused thoughtfully a moment, and then said, "I have a number of explosives set up to go off at exactly the same time."

There was a long silence.

"Yes?" said the younger then, trying to withhold his impatience.

"The world will know my power," said the older. "There _is_ nothing else."

"You're just going to blow up a part of New York?"

" _Mmm_ … more like the whole Eastern Seaboard," replied the older. "There's no need to make things complicated. When my criminal studies began more than five years past I made my plans far more complicated than they needed to be. My plan now is simply less but more thorough, more direct."

"And when the bombs go off?" asked the younger tapping the table impatiently with a claw.

"Boom." The older shrugged carelessly from where he was suspended in the air not far from where his younger self was seated.

" _Hmph_."

"Then the whole world will fear the name of Doctor Octopus," said the older. "Just as I promised. New York will be in shambles, especially. Death. Destruction. Doom! For everyone. Spiderman, Lincoln, Hammerhead, the Sinister Six past and present, any of the number of goblins. Everyone. All gone within seconds. _Fffft_! No one has the right to dare to destroy me except me. If I can't have New York, nobody will."

"And you?"

"An escape pod in the ocean, of course," replied the future Octopus, "and once I have accomplished my plan no one will dare to take me lightly. I have everything under control."

"I should have never doubted you," said Doctor Octopus, but there was still something not quite right, and his tone and heavy brow revealed it.

He could not tell what it was just then, but he sensed it. His older self was keeping something from him, something that he knew his older self did not want him to know, because it was something that present Otto would not like, and it had nothing to do with stupid Tinkerer. The whole plot still felt rather incomplete even if simple.

"Where is this escape pod?" He asked then.

"Ready to launch the moment I think it," said the future Octopus.

"You have a link with it?"

"Only to _it_ ," said the future Octopus. "There's no reason to fret, Otto. You feel like you have lost control, but remember that I am you, and you will be making these decisions quite soon."

"Then satisfy me this one last question," said the younger angry at being treated like some foolish accomplice rather than Otto Octavius himself, Doctor Octopus, the Master Planner.

"Ask it."

Folding his arms calmly over the table, the younger Octavius asked, "What is your plan once these bombs are set off? Mindless destruction was never my way and I doubt it is in 2014."

"Ah, the possibilities," said the future Octopus with a smile.

"That isn't an answer," said Doctor Octopus getting more irritated by the second, but he paused. "So what now?"

"Only to detonate. And a countdown of ten seconds."

"Is that linked as well?"

"No, I know what and what not to link to myself," said the future Octopus. "I went through the same mistake as you. I'm you."

"So you keep saying."

"The launch button is here in the lab. Right here." He motioned as with no effort in the least with his long feline tail of a tentacle towards a computer board where was stationed a classic red button. Without looking where his arm reached he closed his eyes with a queer relish. "Ah, it tastes so sweet."

"And when Tinkerer returns he will detonate without care to his own life while you escape?" the younger Octopus asked doubtfully.

"Tinkerer? _Hm_." The older grinned vilely. He nearly chuckled, a thing not common for Otto of any age. "He doesn't know that he will never return to this base. He does not know where the bombs are installed. He does not even know the extent of my plan."

"Then …" Otto paused calmly. "Who will push the button?"

The older licked his lips. "I have the honor of detonation.

The younger stood up rather abruptly. "But then you must tell me how you will make it to the pod? You cannot possibly expect to reach it in ten seconds."

"It can be reached within less," the older reminded him tapping his forehead with a claw.

A sudden thought then occurred to him, and the younger said, "You harnessed the technology of the time machine to enable you to teleport there." He was thrilled. The doubt almost completely vanished.

But the older only smiled in a mocking sort of way, and immediately afterwards a new thought entered the younger's mind. With eyes wide he stared at his older self in a stupor of disbelief until anger filled in the empty space his confusion had left open.

"You don't intend on escaping," he hissed.


	9. Chapter 9

JMJ

NINE

"My voice escapes through the pod via a recording already developed and announces a broadcast that disrupts every channel on television and radio in which I proclaim that I—"

"Committed suicide!" cried Doctor Octopus.

"Please," scoffed the older. "That I, Doctor Octopus, have revealed my power and I can show it again!"

"But you'll be dead!"

"That will be the beauty of it, Otto!" grinned the older with manic glee, and this time he did laugh, an eerie sickening sort of laugh like a choking goblin. The younger watched with a goaded pout. "No one will know whether I'm dead or not. I will live as a legend _forever_! A nightmare in the hearts of men! Even if after years later they discover that I died in my own explosion they will fear me for I will have already won my place in history!"

"But if you're _that_ confident your plan will work then why waste it!" exclaimed the younger Octopus frantically. "You could exude your power over the masses! Have reason! Or have you lost that ability!?"

"This is the _one_ way I succeed!" snapped the older. "I will not be contradicted! Not even by myself!"

A deadly future arm suddenly snapped over the younger Doctor Octopus' head. Though startled but this, his own rage was not extinguished as the older continued and the younger bared his teeth and glowered the harder.

"The only way my power will reach its pinnacle! The fear of the unknown for years to come instead of falling at the mercy of that arachnid accidently killing me by kicking me in the right spot! I'm dying, you unfeasible fool! You think this life support system will be able to keep me going for more than a few short years if _that_!?" The he shrieked out and spat. "My spine is deteriorating! My blood poisoned! My bodily systems … _All_ are out of control! And what miserable short amount of pain, agony and frailty I face. I might not even die in battle. Just shrivel into dust in Ravencroft or the hospital!" Here he wiped a gob of drool coming out of the corner of his mouth with the back of his hand. "And is that what you want? A pitiful weakling's whimper at the end of your life. No. It isn't. _Hmph_. I know it isn't. Even now you're sickened by the idea more than you are at your future actions towards it. You cannot deny it. I know myself only too well …"

The younger Octopus could not deny it. He did not try.

The further signs of illness and frailty were upon his older self's face again. His breathing had grown heavy and strained. He could not keep his angry passions up for long and had to stop yelling for a moment or so to recuperate from the outburst as he rubbed at his aching throat.

"Besides," the future Octopus said then far more calmly as he released the head of his younger self from with grip of his claw. "No one will be graced with the pleasure of destroying Doctor Octopus but me."

For a long while, the younger Octavius had nothing to say.

It could not end like this. He had to do something. But Doctor Octopus had to admit that he was completely at a loss. Watching his older self swoop on elegant tentacle arms across the lab to his computers, his brow deepened, and he thought very hard about what was going on within the mind of his older self. With the whole story now pieced together, he knew without a doubt, however much he resented it, that without the foreknowledge of how stupid this whole thing was from a bystander, he would probably feel desperate enough at the point of the slow agonized demise which his older self spoke of to do something of this sort. But Doctor Octopus had to possess the strength to fight to the very last breath. There had to be a way to get his attention. After all, even if this was the final bang of Doctor Octopus and he did agree with it, what if, as in the case with so many of his plans, this one did not go the way he planned either?

What if …?

Smiling with the oozing irony of what he was about to say, he turned to his older self muttering about the bombs seeming to be in position. Then the younger spoke in a low sinister tone, "What about Spiderman?"

The future Octopus turned rigid and spun around on his arms.

Again the younger Octopus frowned. "What if that absurd arachnid succeeds in preventing the bombs from going off and the only one who dies is you? Then you would be known only as the broken madman who failed in his last desperate attempt to be recognized. And the heroic Spiderman will not only have saved New York City, but the whole country. Perhaps the world. You will have provided him with only a greater triumph and a more miserable failure to your demise."

 _SLAM!_

Faster than Doctor Octopus could barely comprehend well enough to use his arms to brace himself against a smashed skull, he was suddenly rammed into the ceiling of the lab, and in such a manner that he nearly passed out. But as the future Octopus lifted himself closer to him from the ground and the claw continued to press him upwards, he shook himself out of it and growled.

"You dare to mock me!" snapped the future Octopus. "You dare to suggest that _Spiderman_ could beat me! You're not Doctor Octopus at all, are you?"

He released his hold and Doctor Octopus dropped neatly upon his own arms not far down. But another arm from his future self swung towards him without warning. Quickly in a reflexive movement Doctor Octopus threw up an arm against him, but it only buffered the collision. He stumbled backwards a little and caught himself with another arm to keep from falling. He had already established that his future arms were superior. How could it be otherwise? Yet the mind controlling them was not.

"Stop! You'll destroy yourself out of time!" snarled Doctor Octopus trying hard to protect himself against another deadly swing.

Leaping back a third time away from his future self one of his own arms smashed into some of the future Octopus' equipment. This only furthered the future Octopus' rage and he began to smash his own equipment in his fury.

"You're fighting like Electro!" screamed Doctor Octopus, but the future Octopus did not listen.

At last the future Octopus tore a great hole in the ceiling after just barely missing his younger self's head. After a few more ducks and blocks, the younger climbed out like a scampering scorpion into the great empty dome above the lab. It was like diving into a colossal abandoned snow globe as the world spun and the steam of the warmth below swirled round like a hallucinatory dream.

The future Octopus followed, and it was not long after this that the future Octopus succeeded in snatching the younger around the middle. He pushed into the ground. The arms of the past were still able to absorb the fall well enough, but Doctor Octopus still jolted and felt the pulse of the impact through his body. He just barely got away with only a whiplash.

" _Rhaaah_ …" he groaned, but the future Octopus did not give him time to recuperate.

Again in his face snarling with the rage of a rabid animal he looked just about ready to devour him, but he did nothing for a time. He calmed tersely as he held him down and glared from behind a pair of contact-lens-like eye pieces which made his eyes look like the blank white orbs of a cat reflecting light in the darkness. He breathed heavily in the younger Octopus' face, and the younger tried not to breathe in too deeply that rotting noxious fume emitted. He was too preoccupied however with the chugging and whirling of the life support pack and the bubbling tubes plugged into his chest, which, speaking of Electro, reminded him very much to the electric tubes filtered through the freak's suit.

Then suddenly the future Octavius clamped his lips around his grinding teeth. A thought near sanity seemed at last to penetrate his mind.

"You're right …" he hissed slowly, and he lifted his claw from his younger self's stomach.

Shoving upward roughly with help of his arms, younger Octavius rolled his neck still pained from the whiplash and clutched at his stomach, but he said nothing as he watched his older self suspiciously.

"This won't solve anything," continued the future Octopus studying the frosty wall.

"No," growled the other. "It won't."

The future Octopus wiped another gob of drool from the corner of his mouth and shivered visibly in the chilled air.

"You should go back," he said after a time.

Doctor Octopus did not move.

"What does it matter what I do now anyway? If you're going back," snapped the future Octopus in a wheeze, and he heaved a shaky breath. "If you think you can avoid capture, be my guest … but it is inevitable … what year are you from?"

"You're not going to erase my memory?" asked the younger dryly.

"Do you want me to?" came the equally as dry reply.

"Well, you don't seem to recall any of this."

Future Octopus shook his head. "They've already planned it," he said ignoring the last statement. "The ruin of Doctor Octopus. When you return, you will not be able to escape this."

Still Doctor Octopus remained where he was. He crossed his arms and set a firm and stubborn jaw.

A low growl escaped future Octopus as he turned his head towards the younger. "Return. Now. Or I'll kill you." He snapped one of his claws dangerously close to his younger self's face.

For a moment longer Doctor Octopus stood upon his arms ready for any further sign of attack. When he did at last move towards the door his eyes did not leave his future self. With the help of a claw he opened the front doors and made his way out into the snow. It was not as cold as it had been earlier, or maybe all the activity of fighting his future self had heated him up enough to not feel it. He turned on the van to check on the GPS how far he was from his future self's closet, and he wondered if his future self remembered where it was anymore. How much was intact within the mind of future Octavius at all?

But he could not dwell on that now.

He was fortunately not too far from the closet. He turned off the vehicle and on quiet claws he started on his way, and remained quite heated for some time except for his fingers, which began to feel chilled by the time he reached the thorn hedges. He climbed down into the closet in an easy swing upon his arms.

Here he paused in the gloom pondering over what he should do now. He would not have time to think about what had just befallen him here if he returned to his own time. He had a plan going. A plan which the future foretold would come to nothing in the end except a trip to surgery for the removal of his harness and chip.

He resented the idea of fate. A part of him longed for the desire to prove time wrong and that he could make his plan work. He would be more careful. He would take no chances. But he could he be more careful and more prepared than he already was? He had already thought he had perfected his plan. It was simple enough. Sinister Six would cause a distraction. Stunner would appear unstoppable. Slowly the full power of the rearranging particles would crush Spiderman and give him control of the city.

Though, he did recall now the words of the Vulture which he had previously not taken seriously that an emotional woman is nothing to trust. She may retain blind loyalty more than Tinkerer. Perhaps she would be more obedient than Kraven. But would be she be any better than Sandman when it come to shifting shape and invincibility? He was ever improving his skill despite his low IQ, though; no one ever said that Angelina Brancale was a genius either even if more well-read. And she could possess the potential to flip out like Electro if certain buttons were pushed. Not to mention the fact that he still felt irritated by the fact that in the future Dr. Trainer will have decided to take over Doctor Octopus' persona in his absence.

There were too many people involved. Naturally there were only six from which he picked and chose, and with the ladies that made eight people in all excluding himself, but it still was too many. Numbers had already proven in the end to be ineffective. Spiderman used the members against each other without fail.

His future self did not have to be wrong about everything. It was possible he was making things more complicated than they needed to be. Since before he was Doctor Octopus he knew that the only way to defeat Spiderman was to outwit him, but thus far most of his plans were to defeat him by cleverly developing brawn. There had to be a more subtle way. If he knew who or, most likely, what he was beneath that mask that would shed some light on how to answer that. He was young. Barely an adult. "Spiderboy" might be a more fitting name, but that was not much to go on. But then it did not matter so much who or what the Spiderman was but where he lived and who housed him. Such a boy certainly did not live by himself. Someone had to be hiding him. Perhaps Spiderman was the not the brains at all, and some master stood behind him in the shadows.

So. What if instead of attacking Spiderman he merely followed him? Not in person, of course, but with a drone of some sort, and see where that arachnid spun his bedtime web and who tucked him in at night.

A slow smile appeared on his face as he turned to his time machine.

Yes.

That was it. He would disappear without anyone knowing and follow Spiderman in secret. Then he would destroy him one way or another without any else's help, and then no one would be able to—

His brow knit suddenly, and he lifted his head, turning into the darkness behind him. All he heard were drips and the rumble of some semi truck overhead somewhere, and he saw nothing. He had been so sure that he had heard something else first. It might have just been the sound of one of his own mechanical arms twitching at the depth of Otto's thought, but he doubted it. He took a step forward. Then he heard a distinct sound of the time machine hatch behind him. He spun around.

He barely had time to see his older self before he threw out one of his superior tentacles and threw him into a pile of his own rusty junk metal. Doctor Octopus let out a cry despite himself, but he was not about to stay down. Sore and bruised but still protected well enough by the support of his arms, he pushed himself up out of the wreckage and snarled, "What are you doing?"

"I'm grateful, Otto, for showing me where my time machine is," said the older. "Now to finish what I've begun. No one can destroy Doctor Octopus but me."

"NO!" came the strangled scream of Doctor Octopus choking himself between fear and rage.

But by the time he reached the machine it was too late. The latch had already been slammed shut and the machine was disintegrating into the air like particles of space dust.

" _RRRAH_!" roared Doctor Octopus throwing an arm through the now empty space, and he dropped to his knees.

In the violence of his motion, a claw banged on the other time machine.

With a quick determined look in his eyes he leapt to his feet again and dove inside of it. It was a little beat up and musty, but it looked ready enough to work. He grabbed the clothes he left behind in exchange for his disguise with one arm and closed the hatch. Then he aimed the time machine for itself from his time period. He was not sure if it would work, but he had no other option at the moment.

The buzzing ran through him. Then the stinging sensation. Then all went blank for what seemed a fraction of a second; although at the same time as if he had been asleep for as long as Rip Van Winkle. As before it took him a few seconds to get readjusted to what he had been doing, but he woke up soon enough.

The first thing he was aware of was the sound of a siren penetrating through the walls of his time pod. Lifting the hatch he was not surprised to see himself at Oscorp. It was the place where Doctor Octopus had been born. He wrinkled his nose with pompous scorn to see Mr. Osborn wounded on the floor and trying to scramble to his feet from where he had been thrown. As strong physically as he was mentally, Otto supposed, but he did not have long to think about him.

He turned at that moment to his younger self of 2008—only a little more than a year ago from his time, yes, but another epoch ago as far as Doctor Octopus was concerned. His older self angered him more at the moment, for it was he who had already thrown defenseless Otto onto the floor, and without the mechanical arms to brace himself against the onslaught he heard the crack of his spine against the floor.

Pained and in terrorized shock, Otto could do nothing but look helplessly up at the monster above him snickering between his teeth.

It was happening within seconds, but Doctor Octopus nearly felt as though time had slowed to a crawl. He could hear the gasping breaths of his younger self like a screeching chalkboard, and he seemed to feel it burning within his present lungs. It was not emotion or mental strain, but a true physical fact, because time itself knew that this Otto only had seconds to live and all subsequent future versions of himself would follow. Doctor Octopus' heart seemed to skip a beat and he stumbled forward. His older self might have been strained too, but Doctor Octopus did not see him. It was all he could do to use what little strength he had left to reenter his time machine and turn the hour dial back. He set the machine to himself, and shut the hatch just in time to see the spinning razor blade on the end of a future claw aimed for his past head.

Everything faded out as he started the machine backwards, save for the lingering sound waves of Dr. Octavius' ghostly shriek caught in time. It seemed still to be echoing when Doctor Octopus awoke again from the space between time, and although all bodily panic had vanished, the images of what he had seen sifted eel-like through his memory like a half forgotten nightmare from which he suddenly awoke.

He growled and shook his head.

At least he had succeeded. He was not dead, and his future self did not know what had happened yet if he ever would. After a moment's pause, he looked down at the dials. 4:30 AM in the last week of September.

Curious, that his older self had chosen September over November to destroy Doctor Octopus.

 _Late September …_ he mused to himself as he put on his Doctor Octopus attire and tossed his disguise onto the floor. _That would mark the beginning to the body shop laboratory._ He smiled now at the sick joke of his superiors at the time.

That was interesting, but he supposed that his older self could have also simply miscalculated when he had turned into Doctor Octopus.

He tried to recall now if the experiments would be commencing now or if it was a day or so before. It had to be a day before, if he remembered rightly: the day before the first experiment on the subject Flint Marko. For a while Otto Octavius had been told to experiment with silicon to potentially strengthen the human body against assault, but he never would have imagined what they would be using it for in the end. He had not gone beyond figures and hypothesizing. It was more of a theory than anything and would not be able to be put to use by anybody for years to come and even then not on people if one wanted to remain ethical and moral about it. But as Osborn had insisted, human subjects were the test in the end, an insight which Doctor Octopus admittedly took to heart in his scientific work as a crime lord …

As it was one day before all this came together, that would mean that Otto would be sleeping completely unaware of the future; though not necessarily blissfully, for he had already been more than disillusioned in his knowledge that he was working for an unethical company long before this day. He was also sleeping wholly unaware that a maniac from the future who happened to be himself was about in few hours time to disrupt one bad day for another or that his future self from one year hence was standing in his bedroom inside a time pod.

 _Life is delightfully unexpected_ , thought Doctor Octopus with a sniff. _Especially once time is brought into it._

He opened the hatch.


	10. Chapter 10

JMJ

TEN

" _Chill …"_

 _An informal term._

 _It was that informality which made it feel all the colder and more lifeless from the lips of Hammerhead, and although the word was not directed at him and a freak of science was raging on the other side of a mere pane, Otto Octavius felt it. The word ran down his spine like a million icy insects, sending a shiver which cut to the marrow as though "chill" had been a literal command to him. For a moment he felt more afraid of Hammerhead than the monster they had created._

No _._

 _That he himself, Otto Octavius, had created with his own work, his own hands._

 _He slowly pried his eyes off the unbelievable life form which had once been a normal man, even if a crook. He looked instead without knowing how he gaped at the monster disguised behind human flesh. Nausea filled him as he came to the conclusion that he was not too far behind however. An Igor and a scientist at the same time cowering beneath a pair of vampires thirsting for destruction and with no care for men—enjoying the suffering of men, in fact. They could almost be said to be feeding off the suffering of life they felt to be beneath them. Even Victor Frankenstein could utter in his defense that his life form had been created from flesh already dead, but for the three who had been responsible for this debauchery to say they had created a monster from a full, healthy, strong individual in the prime of life …_

 _So deep within his own stupor, Otto hardly realized when Hammerhead took his leave and the monster with him so that perhaps the mistake they had made could still be put to use for the Big Man of crime. The empty space into which Otto now stared where the subject had been was now destroyed in Marko's pain and then wrath. The sand and dust which settled there made it seem as though these were the ruins of an experiment made long ago, but he could still hear the scream. He could still feel the vibrations of the room where he, Mr. Osborn, and Hammerhead had stood on and watched and heeded not his agony. The sight of what had happened would be seared into his mind forever, and as he thought about what happened, replayed it again and again in his mind, he felt himself begin to shake._

" _Octavius."_

 _Otto let out a squeak and jumped as he returned to the present. He realized how heavily he had been breathing and how tightly his teeth had been set. In the reflection of the glass, he first made out himself and how lost and ill he looked. Lifted his eyes he could make out Mr. Osborn's frame behind him looking as straight and stiff as ever it was._

 _How did a man ever become so devoid of feeling? A part of him longed to know._

 _Turning slowly from the reflection to the true man, he said hesitantly, "Y—yes, Mr. Osborn?"_

" _Have this place picked up and ready again within the next couple days."_

 _Without knowing what he did at first Otto nodded. Then he paused and found his voice a little stronger as he said, "But surely_ he _will be enough for them to use for their purpose. He still will not be able to feel pain or be harmed by Spiderman. Heh. I doubt he'll be able to feel anything physical ever again." He paused wringing his hands little. "A—at least … at least, I think so … it's technically impossible that he should even be alive so—"_

" _Exactly," Mr. Osborn cut in. "You only_ think _so. You're paid to know not think." He meant that last phrase in more ways than one and Otto gulped before his master continued. "We know nothing about what we've made with the Sandman: if he'll live, if he's controllable. So we have to be prepared for another run in case this fails. I'm going to count on you to fix the mistake that happened today for when we may need the technology again."_

Well, perhaps if everyone had listened to me and waited until everything had been safely tested first, _he found himself thinking darkly, but outwardly he only gave a sluggish nod and his face betrayed nothing of anger and little of his frustration._

" _Yes, Mr. Osborn."_

 _Mr. Osborn studied the pitiful mass before him with about the same disgust he had regarded the pile of sand before they realized sentient thought still existed in it._

" _I—I—I'll find out what went wrong," Otto added quickly and clearing his throat._

" _That's a good Doctor Octopus," Mr. Osborn muttered._

 _Otto remained unmoved too upset still to even protest the distasteful pet name Mr. Osborn had given him as though he was some little organ grinder monkey performing tricks for him. But then that was all Otto Octavius was, was it not?_

 _Taking his leave Mr. Osborn paused and before shutting the door behind him he added, "Before you leave, lock everything up."_

" _Yes, Mr. Osborn," Otto murmured and to himself he added to his thoughts,_ Except that little monkeys don't feel sick when they are told to do something wrong …

 _When he at last reached home that evening Otto almost did not see the mail he stepped on through the doorway. As in a trance he reached down and picked it up, tossed a bill or two onto the kitchen counter and glanced over an envelope marked from England._

 _It was from his sister Mandy. Mandy, who had studied abroad at Staffordshire University, married a young English video game designer, went on a diet that soon had her as slim and lovely as a girl in a chocolate bar commercial, and with her joint degree in communication design and early childhood studies she earned a job as a layout designer for a children's magazine stationed in a beautiful little building overlooking a park. She had been to London, Paris, and Tokyo. She bore then three children who went to private school, and every evening after work she would go home to a cozy little stone house between two others just like it and behind which she grew a flower garden and in which she owned a pair of parakeets. She received also sufficient time off to be with her lovely family and often did work from home._

 _In the past, the only thing that had kept Otto from feeling bitter resentment of her fairytale life was the fact that she was that she had never forgotten him. She was the one person who encouraged even if only in letters and e-mails. It was a stress relief if nothing else to have someone to talk to who would answer back and care about his opinions. Naturally, though envy crept up now and again, he had to be grateful for her._

 _She tried so hard too to patch up things between Otto and their mother. He usually wrote back courteously and usually ended up at their mother's for Christmas and Thanksgiving, but he never went to Mandy's. He always had an excuse for that. He did not want to feel more envious of her than he already did. It was not as if he could not afford to go to England if he wanted or even that he did not have time off, but he could always claim that as a top scientist at a very busy company he needed to be there whenever Mr. Osborn needed him so leaving the country could be considered out of the question._

 _So he could perform illegal and immoral experiments …_

 _Now as he stared down at the envelope, he was not sure he was even going to open it. He certainly was not going to respond._

 _What was he going to say?_

"Dear Mandy, I'm glad to hear all well with you and your family. I just performed a mad science experiment on a most imprudent person that was tricked into volunteering without knowing the extent of what he was getting into before it was too late. We're thinking of trying for a second monster out of the living within the next few weeks in the misfortune that our client is unhappy with his new mercenary against Spiderman. Surely you must have heard of him. No doubt by the time you receive this letter you'll have already caught a glimpse of our monster if he survives. I do hope to hear from you soon. Sincerely yours, your brother, Otto …"

" _Oh …" groaned Otto rolling his head to the ceiling, and he threw the letter aside before collapsing onto the kitchen table with his head in his arms._

 _The outside world was quickly forgotten._

 _Never reaching a chair, he was on his knees upon the plastic tile floor with the table his rest as though he was imploring some unknown god of the refrigerator. The images of the creation of Sandman whirled like a delirious storm inside of him. Removing his glasses he rubbed his eyes and messaged his temples as to rub the images out of his head. It was to no avail. The nausea he had felt earlier returned and became a burning in his stomach._

 _He had eaten little until just a couple hours before when he had consumed greedily those two or three cups of coffee and all those sweet rolls at a café before returning home, and they were coming back to him now with a vengeance._

 _With a loud moan and a burbling from his stomach, he pried himself upright and tore the garbage can out from beneath his sink just in time to throw up,_

#

As Doctor Octopus looked out into the bedroom from the time pod, the memories of the following day passed casually through his mind like the nightmare of a child who as an adult had grown out of fearing them. Though, he did feel a great disgust for pre-Doctor Octopus Otto and he had an unmistakable urge to destroy his little hovel a second time, but he had more pressing matters at hand.

It would not matter if he kidnapped his past self or brought him anywhere. If he brought him to the moon, his future self would appear within the next few hours. Thus, the only option he had was to catch his future self off guard when he appeared.

He glanced down at his past self lying in that low bed, and he felt almost as much repulsion for him as he had for his future self lying in the hospital. The only difference was that he knew this version of himself would pass on and he would become who he was in his own present time.

Lines of light like prison bars made from the shadows of the half-closed blinds caged in the sleeping Otto as a visual sign of his self imprisonment in his own akrasia. His brow began to wrinkle like a baby about to cry in his crib. His eye lids twitched as he began to rouse from the sound of the open hatch.

In no hurry Doctor Octopus allowed past Otto to wake on his own, to blink in surprise at the light from the cracks of the now closed pod hatch, and to feel that he was not alone. Making an odd little sound of confusion he reached for his glasses on the table, but he did not have time to reach for the lamp as at the sound of a familiar mechanical arm slinking by his ear a claw turned on the light.

" _Wah_!" cried Otto nearly leaping over the side of his bed in his shock to see Doctor Octopus.

"Good morning, Dr. Octavius," said Doctor Octopus dryly.

Trembling and clutching his covers, at first Otto had no voice with which to respond. Then slowly he began to squeak, which in time formed into something close to intelligible speech. At this point he stammered out, "Wha—wha—who are you!?" Then, although still frantic he managed an angry enough expression to go with his feeble exclamation: "You stole my arms!" He squinted. "And my coat! And—But you—what—I—I—I'm going—I'll—!"

He reached suddenly, though still shaking, for his phone to dial 911, but a gentle persuasion of a tentacle had Otto placing the phone back down again.

Otto gulped and asked a little quieter, "What do you want?"

"Just you," said Doctor Octopus calmly. "Now. Why don't you get dressed and have some breakfast. Coffee? We'll decide what to do with you."

Otto winced. " _What_?" He glanced at his clock on the nightstand and then back at the intruder. He shook his head. "It's over," he muttered to himself and clutched his head. "I don't understand. I must be having a nervous breakdown. Yes. Yes. That's it."

Doctor Octopus closed his eyes.

"I've been stressing out!" gasped Otto shakily. "I've been stressing out so much that I don't know what's going on. I'm hallucinating! Hallucinating a disturbing vision of myself with a space pod and I—"

"Oh, Dr. Octavius," said Doctor Octopus rubbing his temple with some irritation. "We don't have all day, and if you think _I'm_ the worst of your troubles you should see what's coming."

With his signature pout, Otto stopped panicking and glared at his future self.

"I am the future of Doctor Otto Octavius," said Doctor Octopus plainly. "Yes, this is a time machine, and although I've no doubt that you will continue thinking through the entirety of this event that you are suffering a nervous breakdown—"

"You're not me!"

Doctor Octopus snorted. "No, I can certify that I am not. Get dressed and come into the kitchen."

He lifted his very neatly folded clothes from a nearby chair with a mechanical arm and shoved the pile into Otto's unwilling hands as his past self watched the arms carefully.

"Why do you have my arms?" he pressed.

Doctor Octopus ignored him and left the room, but did not shut the door before warning, "Don't touch that machine."

Again Otto pouted like an angry child.

In the kitchen with a dry but leisurely atmosphere about him, Doctor Octopus started up the coffee on the stove and reached for some hot cereal and a strawberry pop tart; both he made for his past self the way he knew Otto liked it best, and he waited for him to appear. He did, after some time in the bathroom, in full attire save for a lab coat and only approaching hesitantly as though he had hoped that Doctor Octopus had been a dream that should now be passed. He continued in a fog towards the table looking about as perturbed as like a cat at the vet.

He looked down at his breakfast as he seated himself with care before it, and he seemed uncertain what he was looking at until Doctor Octopus threw out a claw carrying a spoon over towards the confused little man. After swallowing hard on his dry throat and fixing his eyes upon the claw and the spoon in its clutches he took it and began to eat and guzzle his cream filled coffee with full anxiety.

Doctor Octopus then sat down with a mug of coffee as black as his mood, and he watched with eerie interest every bite and sip that Otto made so that it did not take long for Otto to feel uncomfortable about it.

Clearing his throat he bit his lip and after a moment began, "So …" He glanced down, drummed his fingers once on the table, and looked up again. "If … if I'm … I'm to believe that you're not … uh, a figment of my troubled mind, then you are …"

"The improved Otto Octavius," muttered Doctor Octopus.

"Improved, _heh_. Yes. Well. What's coming after me now? You're warning me of something from the future, I'm assuming, like some movie on the SciFi channel?" He paused and sighed. "Why are you— _er_ , why am _I_ dressed …"

Doctor Octopus sneered. "Now we don't want to spoil the future _that_ much, do we?" But he shook his head. "Hmm. I need to get me to a place where I can catch me off guard. I have to count on me not remembering this. Anyway, I would prefer to save my apartment for me to destroy it later in my proper time."

"Proper time?" demanded Otto. "What do you mean destroy my apartment?"

Again Doctor Octopus shook his head. "More to your interest is you're future self coming here to destroy _you_."

Otto stiffened in alarm. Gasping through clenched teeth he rose suddenly from his chair.

"Not me _now_ ," muttered Doctor Octopus sipping his black coffee and settling his past self back into his chair with a firm but gentle claw positioning him at his hunched shoulders. He opened his mouth to explain further, but just as his voice began to utter the next phrase a sudden sound broke the focus of the moment.

Otto jumped; Doctor Octopus closed his eyes with annoyance and crossed his arms over his chest.

It was only the phone ringing, and after a moment of the pair of Otto Octavius remaining unmoved in his seats, Doctor Octopus said, "You had better go and answer that. It's Mr. Osborn."

"How can you be sure?"

But regardless, Otto jumped out of his seat and tore the phone to his ear.

"Uh, he—he—hello?" asked Otto practically coddling the receiver in his apprehension. "Yes, yes … I'm sorry, Mr. Osborn …"

At the table Doctor Octopus let out a queer sort of sigh quite noted by his younger self he looked at him with fretful annoyance before returning to the phone. Pouring himself another cup of coffee with a claw Doctor Octopus did not look up but blew over his cup gently and took another sip.

"Yes, of course. I … I'll be there as soon as possible …"

Doctor Octopus smiled. " _Hmph_."

As Otto left off with a parting word to his superior he put the phone back on the hook and turned slowly and painfully back to his future self.

"I have to go to work," he said. "I'll lose my job."

"Tragic, truly."

"But I _need_ to be there, especially when he makes it clear it's an off-site project. And so sudden too. It needs to be done by tomorrow. It's going to be an unrecorded project for an unorthodox client."

"No doubt, but you won't be going to Oscorp or anywhere else with Mr. Osborn or his breed of ravaging rats at present," replied Doctor Octopus. "You're older self is coming. I've already seen me nearly kill me once already about three hours from now. I don't plan on taking chances for a second round."

"But _why_?! _Why_ would I want to kill myself in the past?" gasped Otto wringing his hands and shrinking into shoulders.

"You're not yourself," retorted Doctor Octopus.

"I can see _that_ ," said Otto. He paused. "Really? Three hours from now?" He glanced up at the digital stove clock nervously.

" _Tch_ ," said Doctor Octopus taking another sip of coffee. "I have a place in mind where we can go. I've just thought of a plan."

"I'm not going with you."

"Do you want to die, Dr. Octavius?" demanded Doctor Octopus now rising from his own chair with the magnitude and presence of a great bear. His spine was arched in such a way that one could almost hear the bristling hair, but it was only the sound of the arms hissing as they arched dangerously over Doctor Octopus' head to make him look bigger and more menacing than he would normally. "Weakling! I don't plan on dying however spineless you may be. _I_ plan on living indefinitely if I can help it, and I don't need _your_ consent. Do I make myself quite clear? Doctor Octopus will be eternal!"

A claw then snapped very near Otto's face, and the little round figure who seemed so much smaller than his future self nodded. It seemed to take all his strength just keep himself upright as though he truly was spineless and would melt into a puddle of flesh upon the floor.

"Good," said Doctor Octopus withdrawing his arms and his gaze. Lifting a blind with a claw he glanced outside over the street. "Now. You might want to finish your breakfast."

Otto squinted and pouted again as he dared to ask after a moment, "Doctor _Octopus_?"

Doctor Octopus did not respond.

"Does all this have to do with Mr. Osborn?" asked Otto.

"Certainly not. Eat. I insist. You're going to need all the strength you can muster, as modest as that may be. We're going to have a big day together, Dr. Octavius. Just … _me_."


	11. Chapter 11

JMJ

ELEVEN

It was the very place to which he had taken his childhood self before returning him to his appropriate time. The windows and the boards were far more intact, Doctor Octopus saw, which could mean that there had been a fight here in between now and when he will have arrived here with the boy. Perhaps a fight with his future self was eminent, but if all went well there would be no physical conflict.

After having explained how the time machine worked to his younger self and that he did not want to appear somewhere other than the old building, he had sent 2008 Otto into a taxi to wait for him there. He had told him quite seriously, "If we're not where I want to be when I reach you in the pod, I will be most irritated." He had arrived later with his time machine after locking it onto himself from this time period so that he would have the pod with him when future Octopus arrived. If he needed an emergency exit he would have it.

Everything set so far.

"What are we going to do exactly?" asked Otto hesitantly.

" _You're_ going to stay on the opposite side of the building," said Doctor Octopus coolly, and he pointed with a claw across from where he and the time pod were situated. "When my future self arrives I want only this moment's Otto known at first."

Rubbing his arms as though from cold (although it was as warm as a morning in August for late September), Otto said, "But what will you do? Surely if he's our—Uh! I mean, _my_ future self he'll know of this?"

"He doesn't remember everything," retorted Doctor Octopus in the same careless tone.

He had a strong feeling however that if he did not succeed in this that he would end up with his memory being wiped by his future self; thus the explanation for why his future self could never truly predict what winter 2009 Octavius would do.

"But I'll make it quick," Doctor Octopus added.

Here from an inside pocket in his coat, Doctor Octopus revealed a tranquilizer dart. He had not forgotten that he had to be careful with the delicate health of his future, but his past was more important at present. Before coming to this location he had gone back in time to a place where he could obtain a mild enough sedative to hopefully reduce the risk of harming his future self. He had developed it himself, in fact, and the dart which held it. A day's work and he had had everything he needed ready; a day's more had been taken for needed rest before returning to this time for the action. He felt completely at his best now: calm and confident. He just needed his future self to be unable to fight back long enough to erase his mind back a day or so and then decide what best to do with him in his time period.

Doctor Octopus turned to the unhappy Otto near at hand. "Get to your station. He'll be here any moment."

"But—"

"I won't repeat myself."

Otto nodded, but not without a queer sort of glower before slipping directly across from the time pod and Doctor Octopus.

None too soon either.

Hardly had Otto turned around to face the pod when a second time pod began to appear like a mini ghost ship out of the fog.

A shroud of fear was cast over Otto. One could almost see the shadow cloud his face. As he watched helplessly the emerging of the pod, he pressed himself against the wall behind him as a cornered mouse before an impending cat; and if a cat, it would have to be called a dragon of cats.

Doctor Octopus' eyes narrowed; and with a concentrating pout he lifted the dart in his claw and awaited his future self.

The hatch opened.

Otto let out a cry and nearly fainted to see what the future had in store for him with more option than one. Either he would become that cyborg zombie before him or die at his mercy (or lack of it). Doctor Octopus paid no heed to the poor little man dropping his knees turned to fins out of water beneath his body.

The only thing that Doctor Octopus was not prepared for was the fact that the future Octopus did not seem to care or possibly even know that he was anywhere unusual for Otto to be. He had to move faster than he had anticipated when a future tentacle swept towards Otto in order to throw him as he had the first time. In the panic of that split second of miscalculation Doctor Octopus nearly dropped the dart and certainly gave away his position with his sudden gasp. It was only fortunate that he was able to catch Otto from flying into the balcony with a pair of his own arms.

Otto let out a cry on impact, but he was safe. Doctor Octopus had been easily able to keep his younger self steady.

Then the future Octopus swung towards his past self. He saw quickly the other time machine and the dart too still in one of Doctor Octopus' claws. His raging turned into a sneer.

"You think it will be that easy?" demanded the future Octopus, and throwing out one of his arms he snatched the dart away as easily as snatching from a sleeping child. His arm was faster, stronger, and all around better than his past self's arms. Tossing it aside his sneer only grew.

But Doctor Octopus was not done yet. With a growl, he threw Otto into his time pod, and backed up towards it as quickly as he could.

At this point that the future Octopus also moved for his pod. Jumping in first he turned it on again. He did not close the hatch before throwing a great future arm against the other time pod and smashing it on the top.

Just pulling himself to his feet Otto almost received a spark from the ceiling of the pod and stumbled. He steadied himself only to lose his balance to the leaping of Doctor Octopus into the pod. The middle Octavius shoved Otto aside, and threw an arm to the other time pod with two arms to smash the top of that one in retaliation just before it disappeared. Locking onto his future self's time pod then he had to hope that this would work a second time or that it would work at all with how it sparked and sizzled from the ceiling.

Just as he shut the hatch he snatched the dart with a claw and snapped it inside. Time and space then took hold of the pair of Octavius, and they awoke together in silence.

Doctor Octopus, who by this time was used to the experience, only stood very grim and thoroughly annoyed by the whole situation. He turned roughly to his past self shivering with his knees on the floor of the pod and looking around as he tried to gather up his wits. At least, as well as a witless coward could. After a moment or so he looked up at his future self as he adjusted his glasses and rubbed his shoulder.

"So I have the TARDIS now?" growled Otto sarcastically, but he still sounded tremendously shaken.

The brows of Doctor Octopus lowered.

With a shake of his head Otto climbed to his feet but still stood rather crumpled into himself. "Sorry. I—I'm just nervous."

Doctor Octopus closed his eyes scornfully a moment. "No," he said. "You're nervous every time you have to crawl out of bed every morning. You're not nervous; you're a nervous wreck near death."

"Well, I don't understand how you aren't! How long has this been going on that you can deal with this so composedly?" demanded Otto. "You cannot be that much older than I am and yet—"

"I believe I've already explained had you been listening instead of whimpering like some lost puppy," retorted Doctor Octopus, and he quickly opened the hatch for he had only set the pod for a few moments before his future self's pod.

When he emerged he found that they had appeared on top of a grassy hill and there was no sign of another Otto Octavius aside from the one still in the time pod behind him.

"It's broken," said Otto, and he paused.

"They're both broken now," said Doctor Octopus. "But we aren't too off track. This is still a place of Otto Octavius' time line."

"I know," Otto retorted. "Of course, I know. This is the hill overlooking the high school, but he could be anywhere trying to kill me. How come neither of us has been affected already?"

"Well, it stands to reason that I succeed," hissed Doctor Octopus, and he lifted himself upon his arms further along the hill to the view of the high school through the trees.

The sun was setting, and school was over. They would have to catch sight of high school Octavius before the future Octavius did.

Putting a claw to his chin Doctor Octopus mused. If they stood in Wednesday or Friday Otto would be at science club. If not he would already be home. Lifting himself back to the pod over the top of Otto's head he checked the date. Thursday. May 1992. The end of freshman year. He could be at his intern job, but finals would be pressing. Otto would be at home studying.

"It's so strange to think that I …" Otto's voice trailed off.

Turning sharply towards Otto, Doctor Octopus watched him stare distantly out over the hill upon the building poking up out of the young spring leaves. He was probably reminiscing in a way, but not about happy memories. Otto had ever been one to hang onto unhappy memories far easier than positive ones.

The only one who had truly appreciated him was his science teacher. Oh, he was no pariah, really. He had one or two people that hung around him who one might consider his friends. One in particular, Tim McKean, had been his friend since elementary school. But after he had betrayed Cal by not telling who had stolen and trashed her bike for weeks out of fear for the ape who had done it, he had lost most credibility as a person more than the ape himself. After all, she had been supposed to be his girlfriend. Cal had learned the hard way not to make a serious relationship with someone just because you feel pity for him, for even after that she tried to give Otto one more shot. He failed that too by freezing up instead of going for help when a guy from out of town tried to harass her.

Back to the Future _much, Otto_ , Doctor Octopus thought sarcastically as he leered upon the Otto before him. "Dr. Octavius," he then murmured.

As Otto turned, Doctor Octopus snatched him off the ground and ignored his protests. If this fellow anachronism had to be with him now, he was not going to let him out of his sight. Thus climbing around the back of the hill they arrived easily at the place where Otto Octavius still lived in the early nineties.

A miserable little house with white peeling paint, a sunken-in porch with a bench swing that had been patched into the ceiling about a dozen times, and a yard full of weeds uncared for by his scatter-brained mother. It was a few months before she had met Sam Hoffman her future second husband after Arthur Octavius had died in 1979. Mandy was in college now in Albany before she would be leaving for England. Thus mother and son lived alone in the house at this time. Mrs. Octavius would be at work still and Otto Octavius would be studying.

And yes, there he was in the window with nose in a book, which did not hide his acne. His shaggy dark hair fell into his eyes, and his white shirt was rolled up to the elbows as he enjoyed the pleasantness of the evening. Of course Doctor Octopus was still too far away to see these details, but he knew them nonetheless. He stood within that creaky-floored, drafty little bedroom through his mind's eye. Memories streamed along a heavy current. Scientific honors. Social failures. People he should have trusted and people he should not have.

It had been his science teacher who had introduced him to Tricorp from the beginning, and it was through them that the majority of his scholarship was had. Mother had been proud beyond reason. Otto had floated away on his teacher's and mother's balloons, and where did that all end up? A low paying job where nothing was his own, and even Oscorp looked better after a while. He had had no problem allowing himself to be stolen away by Mr. Osborn if only to snub Twaki in that melancholic manner that no one feels the burn of save the one doing the snubbing. Although the real reason was because Oscorp agreed to fund all his experiments including his arms for which Tricorp found little use for. They had not agreed to his "sun in a garage" project as Twaki called it.

But that was more than digressing. He could not allow himself to get sidetracked now. His future self certainly would not. He would leave the pining to pre-Octopus Octavius suspended in his mechanical arm.

"Are you sure you should be out here with everyone able to see?" said Otto.

Doctor Octopus had better things to worry about and did not bother answering. For instance there was that time pod that just emerging in that elementary schoolyard a block behind.

Now grade school was something he certainly did not need to be reminded about.

Without warning to Otto, Doctor Octopus swiveled around leaving a studying high school student to look up suddenly at a sound upon the otherwise quiet street. For a moment he thought he saw something like a metal snake in one of the trees, but upon standing up and leaning out the window he saw nothing but a branch moving a little as though a squirrel had just leapt from one branch to another. After a further thoughtful pause and a quizzical brow, the student of rational thought returned to his book as though nothing had happened.

Unaware of this occurrence Doctor Octopus dove into the yard behind the chain link fence, and the pod had emerged rather TARDIS-like this time as though breathing heavily in and out of time until it reached its solid position near a foursquare tattooed into the blacktop. Doctor Octopus dropped Otto onto the ground and rammed against the pod with his arms to hold them shut.

"If you break out, you will destroy the pod!" he growled to the pilot inside. "Or kill me, and then you won't be able to continue, will you? You can't afford to kill me! I'm right in the midst of it!"

The future Octopus did not answer. In fact, after an angry bang from the other side of the hatch, hardly had Doctor Octopus finished his words when the time pod began to vanish with a grinding sound.

"What do you mean by that?" asked Otto.

Doctor Octopus simply plucked Otto off the ground again and made his way back to their time pod.

Why can't he afford to kill me in your time? What is he trying to accomplish?" demanded Otto once set down in the pod.

Without a word Doctor Octopus locked onto his future self's pod, and again Doctor Octopus went through time and space. This time when they awoke from their eternal slumber, Otto seemed to have come to far quicker than the first time. It probably had something to do with the alarm going off.

Doctor Octopus opened the hatch with his sedative in claw.

He should have waited for his future self to come out of the pod last time. He should not have wasted the opportunity. Now again, he did not know what to expect.

They were at Oscorp. For a split second Doctor Octopus thought he was back in the September day before the creation of Sandman, but it did not take him more than two seconds longer to know where they had gone. He heard the scream of his past self. That scream he had felt and could feel now. He shoved September Otto back into the pod and saw his future self. In a split second movement his lightning-fast tentacle grabbed the sedative dart a second time and jabbed it into Doctor Octopus' neck.

Doctor Octopus growled.

Future Octopus' pod was working better than his was. He had timed this perfectly. He would kill Otto Octavius the moment before he became Doctor Octopus and destroy the other three anachronisms with him. Granted the only one that needed to die in order to black out all the others would be September 2008 Otto still in the time pod and somewhat protected from the effects.

He jumped back into the pod himself now for he was already crying out from the radioactive pain; though it was also from his rage. His future self banged the pod, but September Otto was making himself useful despite his near November's agony just outside. The time pod was already disappearing and amidst the scream of his past self and the impending explosion, he heard also the rage of his future self.

Would that mark the end of his future? It could not end that way. Besides. What damage would two Dr. Octavius' found in that room cause?

The sedative was quick. Already Doctor Octopus was losing consciousness as he collapsed on the pod floor. Or maybe he was being knocked out a second time from the beautiful exploding sun he had created and which had blown up in his face. The work of Spiderman, he had known from the beginning. Destroying his work and attempting to kill him. He had not succeeded!

He had not succeeded!

No one would succeed in destroying Doctor Octopus! Not even Doctor Octopus himself!

They disappeared into blackness, out of everything even beyond the sight of blackness. It was out of sense itself…

#

"I … will not be _weak_ …" croaked the voice of Doctor Octopus a whirl of dreams sweeping away like a twister and leaving his mind in ravaged confusion as to where his thoughts had previously been. It left him in a void of nothingness, save for faint images of a weak and miserable past.

Breathing heavily he found that he was not nearly as in pain as he thought he would be. Lifting himself to his knees he opened his heavy eyes and saw that Otto was seated on the floor beside him, staring in a hollow sort of manner at the arms upon his back. He had previously been staring at the puffy burnt skin around the inhibiter chip seared into his body, and although Doctor Octopus did not know this nor care, he found that his coat had slipped from his shoulders a little. He pulled it back up around him and propped up the collar around the back of his neck with the use of his claws.

"What happened?" he demanded still feeling a little woozy.

"You've been out a long time," said Otto in an empty sort of way.

"How long?" demanded Doctor Octopus again. "Where are we?"

"I followed him."

Doctor Octopus made a face. "Followed him? He should be dead!"

Slowly Otto shook his head. "No. He escaped. But I did as you've done. I followed him and went back five hours. It's New York City; though, I don't know where. I have looked outside, but I haven't seen him. Maybe we've missed him altogether. It's been over five hours now."

"Has it?" groaned Doctor Octopus rubbing his aching skull as he stared at the now empty dart on the floor and then felt at the hole in his coat and suit at his upper arm. Angrily he stepped on the glass of the dart and crushed it.

Then opening the hatch himself, he stepped out onto a windy roof. He kicked the glass out with his as he did. Otto followed not far behind, and Doctor Octopus paid him no heed. A nip filled the wet cold air. As he was still waking from the sedative he felt the shiver run through his stiff limbs and he held his arms of flesh against his chest and rubbed his elbows as his mechanical arms took him to the edge of the building. The glare of a bear woken in mid hibernation clouded his face, and he could not tell if the ghostly city lights below them in the shadows of fog were of the true state of the morning or the cobwebs of his own head not quite cleared up yet.

 _And speaking of telarian tricks …_ Doctor Octopus thought as he caught sight of a patch of red flashing by on a roof not far from their perch.

"It's Spiderman!" gasped Otto ducking behind his older self.

At least he was not calling out to help him like his childhood self.

Doctor Octopus had no time to react to the nebbish behavior of the Otto behind him either way however, for not far behind the appearance of Spiderman was the sudden appearance of sometime's Doctor Octopus self yelling out at Spiderman. Spiderman called back with his usual quips and glib performance as though he stood on stage for an adolescent audience to laugh at his adversary and cheer their hero on. At first Doctor Octopus found himself watching their fight across rooftops and in and around buildings like a pair of fighting insects, but as he slowly recalled his younger self beside him, he turned his head ever so slightly to get enough of the effect of Otto's guppy gaping mouth.

Turning back to the fight; though no longer watching it, he reached out a mechanical arm and positioning it beneath the lower jaw hanging as on a hinge, he closed the mouth for Otto. Otto jumped and swiveled towards the source of the arm, and frowned.

Doctor Octopus was already returning to the pod, and he pulled Otto with him by the chin a few paces.

"Where are you going?" squeaked Otto when Doctor Octopus released him, and he bounded after him like a hobbit in the mountains he had never known.

Without looking back, Doctor Octopus replied, "There's no reason for my future self to remain here. It's possible he's already left. We have to be ready for the next move before any damage he's made takes effect to us."

"I think I may almost be feeling it already," said Otto shivering and clenching his fists.

Doctor Octopus swung his head to Otto with raptor penetration.

Otto did look ill. It might not have been anything but him reacting emotionally to all this insanity, but he was beginning to feel something himself in a strange empty sort of way more unexplainable than time traveling.

Roughly he shoved Otto into the pod, and although Otto was prying himself to his feet he seemed to look slightly shadowy as though being swallowed up in a delirium.


	12. Chapter 12

JMJ

TWELVE

Through time Otto Octavius saved himself—perhaps anticlimactically in the physical perception of the event but certainly dramatic in the reality of it. Both Doctor Octopus and 2008 Otto were quite intact, and while Otto looked himself over to make certain of this, Doctor Octopus wasted no time opening the hatch.

He had not given time between his and his future self's appearances this time, and they should have appeared simultaneously with the other pod; though apparently not in the same spot if this proved true. Despite the quirks brought on by the damaged ceiling of the pod and the wires there, it had emerged, as before, at least in the same proximity, he felt certain, for they were again in the little town where Otto had spent his childhood not far from the city of Schenectady. In fact they were not far from the elementary school yard where the future Octopus had emerged in 1992.

It now was September 18, 1982. The date of his 6th birthday. The stars were out and the night was late for any little boys that may be living here. They should be fast asleep in bed.

Lifting himself up over the trees Doctor Octopus spotted the house and a soft flashlight's glow in young Otto's window. Under his light blanket, the little boy would be wasting not one moment of the evening to read, an activity which had brought joy to him since he was three, and the thrill of being able to read had not left him. The fact that everyone was so impressed that such a young child could read so well helped to make the activity all the more satisfying even if he did not like the attention when he was actually living through it as the shy little thing he was.

Wrapping 2008 Otto in his tentacles again, Doctor Octopus slunk across the street, and he saw before they arrived at the house a kitty-corner block down from the grade school, a slinking movement like a slithering python not far beneath the ill-lit bedroom window. A shadowy figure was soon to follow, his silhouette resembling a gnarled, old tree covered in snakes as on top of Medusa's head. Or it resembled a shipwrecked craft whose rotting bulk and shrouds of nearly disintegrated sails was rising out of the beach with ghostly malevolence.

"No!" cried Otto despite himself in a half-strangled squeak of a cry.

Doctor Octopus slapped his forehead, and the future Octopus stiffened and spun his head around.

#

The little boy inside, though Doctor Octopus could not see him, had fallen asleep with his birthday present — a book about the mysteries of the ocean. The book was clutched beneath his chest as another child may clutch a teddy bear. His sheet and blanket only half covered him and his pillow served as a nest for his flashlight rather of his head which had dropped down upon the mattress. Coiling around one bedpost was a stuffed animal snake. On the other side a macaw was tied at the feet. At the foot of the bed was a flat-topped toy chest upon which a simple erector set model had been put on display though unfinished.

From the sound of the dramatic cry of his 2008 self outside the boy awoke as one still dreaming as he blinked upon the monster from the sea depths at his window with its long tentacles clicking queerly. A gruesome face which had been previous looking behind him turned suddenly to the window. The dim flashlight was suddenly overpowered by a light from behind, and it cast the shadows of the tentacles into the bedroom as though he had been suddenly thrust into the lair of a sea demon. Frozen, the boy's eyes locked onto the creature's glowing pupiless eyes. His face resembled a dead pirate's, but his eyes were as a cat's when a light in shown into them.

A lazy sneer spread slowly over the creature's face, which made tears appear in the eyes of the otherwise motionless child. They rolled down his cheeks and he found himself clutching the mattress sheet beneath him as he heard distinctly through the glass the words coming forth from that foul mouth in a voice like grating glass, "No … if I've gone this far … I might as well end it all."

Then the creature withdrew from the window. The light behind him vanished, and shivering, little Otto sunk into his bed.

#

Doctor Octopus almost did not pay attention to where his future self was disappearing to when he withdrew. The flashlight turning off in the window or withdrawing anyway to another room (presumably his mother's) suddenly caught his mind, and he stared blankly even as Otto tried to whisper to him that the future Octopus was leaving. 2008 Otto was too frantic to recall what he recalled now.

A nightmare.

He remembered a nightmare he had once had of a zombie-like creature at his window with a putrid lazy sneer. More than the sneer of the strange humanoid beast, he recalled the long snaking tentacles that seemed to pull him under into a rippling grave of fantastic realms. Even at a very young age he did not believe in such things as unnatural sea monsters, but this had been overpowering, and the boy's imagination was strong. It had brought him to a place where sunken cities existed and watery wraiths pulled sailors to their deaths. It brought him to a place where whole islands dove beneath the surface because they were in reality some living titanic beast. Sea serpents barred long stringy teeth with seaweed-like fins which wrapped around one so one could not breathe. The toothed whales opened their jaws to devoir him. Terror gripped his heart with an icy slippery hold, and those tentacles would not release him from the state between drowning and death.

He almost felt the same fear now, but not because of silly sea tales that superstitious sailors once told each other long, long ago, but it was the realization that the subconscious of young Otto had held onto an image of that fear, that powerful force of the ocean depths, almost unfathomable to the human mind.

The massiveness of real-life creatures that truly lived in the depths came to mind: lampreys which clung to whales, real-life squids that could almost reach true kraken size, underwater volcanoes in a hostile alien environment. The octopus too naturally came to mind as a silent, slinking, devouring predator with far more finesse and surprise than a bone-headed shark. The ocean was closer than the empty blackness of space. It was always at man's door, and even to the present day it was a place of the unknown, of fear, and of power. But what had now come together to Doctor Octopus was that though the origin of the arms had been the tentacles of an octopus to represent that terror and that power, no matter how many other explanations he had always had for the inspiration of his creation, it had been originally the fear of his boyhood self for his future self.

The irony was maddening!

"Doctor Oct—!"

Otto was going to say "Octavius". Doctor Octopus knew that, but his mind had filled it in as "Octopus" either way, and either way this was the last moment he wanted to hear that pathetic little shrill of that mousy scientist. He all but smacked his face into Otto's as he turned to him so that they were mere inches apart.

Otto shivered back, but he ignored the growl Doctor Octopus gave him as he thrust a finger to where the future Octopus was disappearing. The sound of future's Octopus' hatch slammed shut, and after a blink, Doctor Octopus stormed back to his own pod to continue the time chase that would likely never end until all three anomalies of time dropped from exhaustion.

He wondered how his future self was able to fare through this. Surely he would be wearing out by now, but then he was not doing the frantic chasing. He was pretty much only calmly though with some pestering annoyances moving from time to time and trying to decide which time period would be the best to die in like a person at the supermarket trying to choose what to have to have for Christmas dinner.

After shoving Otto again into his pod, he grumped in after him and followed his future self once more.

He awoke this time with the same heavy glower with which time had taken him. He checked the time first. It was again late at night. Midnight. O-ho! How dramatic. The theatrics were starting to bother him. The date? July 19th 1977. Otto could not get much younger than this. He wondered why his future had not chosen September 18th 1976 and be done with it …

The sorry excuse for a family known as the Octavius' would be living in an apartment in the heart of Schenectady. His sister remembered this place more than he did. Not that it was a place one would desire to remember. One of the only memories he had of the place featured his miserable father coming home so drunk that aside from spouting off what might as well been the foreign language of some doomed race, had been hardly able to do anything but shove Mrs. Octavius onto the floor and fall flat on his face himself. According to Mandy there had been worse occasions than this one, but Otto did not remember them personally nor had Mandy and especially his mother spoken much of it. However he did recall now that Mandy had told him that the "den" with a boarded up wall which had once been his baby bedroom, a closet with a window really, had not been damaged by a broken drunken man, but an incident with burglars.

Burglars. Right.

Robbing that dump of an apartment? Easy access on the first floor it may have had, but he had a far better idea who had broken in.

However as he opened the hatch he found that it was not 2009 Doctor Octopus who had done the damage, for he saw to his surprise that they were actually inside the little nursery.

The room was on a corner. One low ceiling sloped upwards on one wall to the outside, the slimmer wall to the outside held a window covered now with curtains embroidered in tacky images of Mother Goose characters. In the darkness one could not see the baby blue shade of the walls, but a little braided rug could be made out which was laid out in front of the crib over the shag carpeting.

The pod barely had room to open without jutting into the window wall and the crib was directly on Doctor Octopus' left shoulder. He looked in the bed at the sleeping child. He had been a happy baby, he had been told. Not easily disturbed. It had been Mandy who had had colic. Otto had been a pleasant change. Though, the child would certainly be disturbed tonight.

Behind him, 2008 Otto looked over his future self's shoulder and turned rigid at the sight of the infant who he knew to be himself. It was a queer feeling, but Doctor Octopus had not room to feel anything but frustration and anger. Otto shivered and slunk back into the pod.

Where was 2014 Doctor Octopus?

2009 Doctor Octopus stepped out of the pod and lifted a curtain with a claw to look out the window. An empty alleyway took up most of the scene through the branches of a scraggly shrub of a tree.

With Otto still inside, he stationed two claws into the floor, which was cement beneath the shag carpet, and shoved the pod with his other two arms into the corner in the way of the door. He did not want it against the wall that was soon to be damaged, and he did not want Mother or Father trying to get in.

Okay that was two birds with one stone. Now where was his future self?

He listened. Otto stepping again out of the pod looked around warily too, but all seemed quite still. Crickets hummed outside the open screened-in window, and the air was sticky and pretty hot for wearing a heavy coat after all the excitement Doctor Octopus had been going through, but there was nothing unusual happening.

Then he saw it.

The snaking shadow outside the window.

As carefully as he could he slipped his own arms around the baby, but he knew that causing himself to cry was inevitable. Otto already made his complaints.

"What are you doing?" he hissed clenching his fists together. "You're going to wake him up!"

Once the baby was held he lifted him up and glided him towards Otto standing half in the pod.

"Here," whispered Doctor Octopus. "Don't make me regret giving him to you."

Otto backed up into the pod again and stared wide eyed at the waking infant beginning to squirm and to whimper.

"What?" Otto whispered looking up again at his grim-faced future self, and he shook his head.

Doctor Octopus pressed the baby towards Otto and Otto had no choice but to take him. No sooner had he taken him too when there came a crunch on the outer wall and the window shattered. Otto let out a cry and the baby with him, but as the future arm reached for the crib he tore nothing but plush and the wood beneath it.

The next wall crashed, but Doctor Octopus was already running into him with arms ready. The future Octopus growled as he came face to face with his fellow Octopus in time, but his eyes alighted on the two pre-Octopus' in the pod.

Fear buzzed visibly through Otto as from an electric shock, but he was already in the pod. He closed the hatch with speed that surprised Doctor Octopus and though future Octopus made to ram the pod, Doctor Octopus used his arms to stop him from damaging it. The pod disappeared.

Doctor Octopus let out a huff of relief, but it was cut short as future Octopus threw him out the hole into the alleyway and let out a roar. Then the lights of the parents' bedroom turned on, and there came a shriek from Mandy's room next to her baby brother's. And there were other lights turning on as well from the nearby residences.

"Why do you prolong the inevitable?" future Octopus demanded.

"You're me!" snapped Doctor Octopus derisively. "You know everything!"

And while he spoke he reached an arm into the baby's room and shoved the dresser and crib against the door.

He could hear the shouting of his father and the wailing of his mother, but there was nothing he could do about it now as future Octopus shoved him further away.

"You can't hide forever!" growled future Octopus. "You'll slip up eventually."

"If you live that long," Doctor Octopus hissed, who although ruffled up a bit was not much hurt as he had been able to protect himself from full injury with his arms.

It was good that he was focused on him however for out of the corner of his eye Doctor Octopus saw his pod return and Otto slipping out. He was headed back for the front door to the bottom floor apartment, presumably to put the baby in through that way.

Future Octopus appeared so preoccupied with the other Octopus that he did not hear the cries of the baby, nor did Doctor Octopus draw attention to them. But the door was locked, of course, and Otto growled with frustration and banged his head against the door.

Future Octopus too knew more then he let on. For as soon as Otto opened the front door an arm of future Octopus snatched the baby away and held the front door shut as Mr. Octavius tried to come to the cries on the other side.

Doctor Octopus grabbed the screaming 2008 Otto and threw him into his pod and dove in after him. He was not going see him kill the baby. He was not. He flung the dial backwards. He had reached a limit. He could not deal with this anymore.

"Burglars!" he scoffed. "Ha! More like terrorists or alien invaders!"

The pod disappeared into time and space.

Future Octopus paused here. The baby was still screaming in his arms, but his eyes were locked onto where the pod had disappeared. Mrs. Octavius was managing to get the baby's room open now, but future Octopus pressed a claw absently against it. Strangely enough, after a long pause, he placed the baby gently into the crib. He released his hold on the baby's door and the front door.

Just as Mrs. Octavius managed to squeeze in through to the demolished bedroom and catch the crib from falling over, the other pod disappeared as well. All that was left was a damaged bedroom, a dead baby tree, and a wailing infant in the crib.

The police who Mr. Octavius called were just arriving too, but the perpetrator could never be found. The little baby Otto Octavius, almost a year old in the crib and responsible one day for this damage, would not be in police custody for the first time for another thirty-one years.

This particular crime of Doctor Octopus however was eventually considered to be a sort of accident on someone's part with a vehicle which had not been intended to crash into the building, and though people involved were no doubt up to no good, they probably dropped their scheme after that. They had barred the family inside their home until they could take their strange vehicle away. They most likely were aiming for the government building across the street, it was thought. The only thing that could not be explained was that the crib looked as if it had been ripped with blades, but the baby himself had not been harmed. That and a couple eyewitnesses claimed that they had seen a pair of alien robots fighting each other in the alleyway.

TWELVE

Through time Otto Octavius saved himself—perhaps anticlimactically in the physical perception of the event but certainly dramatic in the reality of it. Both Doctor Octopus and 2008 Otto were quite intact, and while Otto looked himself over to make certain of this, Doctor Octopus wasted no time opening the hatch.

He had not given time between his and his future self's appearances this time, and they should have appeared simultaneously with the other pod; though apparently not in the same spot if this proved true. Despite the quirks brought on by the damaged ceiling of the pod and the wires there, it had emerged, as before, at least in the same proximity, he felt certain, for they were again in the little town where Otto had spent his childhood not far from the city of Schenectady. In fact they were not far from the elementary school yard where the future Octopus had emerged in 1992.

It now was September 18, 1982. The date of his 6th birthday. The stars were out and the night was late for any little boys that may be living here. They should be fast asleep in bed.

Lifting himself up over the trees Doctor Octopus spotted the house and a soft flashlight's glow in young Otto's window. Under his light blanket, the little boy would be wasting not one moment of the evening to read, an activity which had brought joy to him since he was three, and the thrill of being able to read had not left him. The fact that everyone was so impressed that such a young child could read so well helped to make the activity all the more satisfying even if he did not like the attention when he was actually living through it as the shy little thing he was.

Wrapping 2008 Otto in his tentacles again, Doctor Octopus slunk across the street, and he saw before they arrived at the house a kitty-corner block down from the grade school, a slinking movement like a slithering python not far beneath the ill-lit bedroom window. A shadowy figure was soon to follow, his silhouette resembling a gnarled, old tree covered in snakes as on top of Medusa's head. Or it resembled a shipwrecked craft whose rotting bulk and shrouds of nearly disintegrated sails was rising out of the beach with ghostly malevolence.

"No!" cried Otto despite himself in a half-strangled squeak of a cry.

Doctor Octopus slapped his forehead, and the future Octopus stiffened and spun his head around.

#

The little boy inside, though Doctor Octopus could not see him, had fallen asleep with his birthday present — a book about the mysteries of the ocean. The book was clutched beneath his chest as another child may clutch a teddy bear. His sheet and blanket only half covered him and his pillow served as a nest for his flashlight rather of his head which had dropped down upon the mattress. Coiling around one bedpost was a stuffed animal snake. On the other side a macaw was tied at the feet. At the foot of the bed was a flat-topped toy chest upon which a simple erector set model had been put on display though unfinished.

From the sound of the dramatic cry of his 2008 self outside the boy awoke as one still dreaming as he blinked upon the monster from the sea depths at his window with its long tentacles clicking queerly. A gruesome face which had been previous looking behind him turned suddenly to the window. The dim flashlight was suddenly overpowered by a light from behind, and it cast the shadows of the tentacles into the bedroom as though he had been suddenly thrust into the lair of a sea demon. Frozen, the boy's eyes locked onto the creature's glowing pupiless eyes. His face resembled a dead pirate's, but his eyes were as a cat's when a light in shown into them.

A lazy sneer spread slowly over the creature's face, which made tears appear in the eyes of the otherwise motionless child. They rolled down his cheeks and he found himself clutching the mattress sheet beneath him as he heard distinctly through the glass the words coming forth from that foul mouth in a voice like grating glass, "No … if I've gone this far … I might as well end it all."

Then the creature withdrew from the window. The light behind him vanished, and shivering, little Otto sunk into his bed.

#

Doctor Octopus almost did not pay attention to where his future self was disappearing to when he withdrew. The flashlight turning off in the window or withdrawing anyway to another room (presumably his mother's) suddenly caught his mind, and he stared blankly even as Otto tried to whisper to him that the future Octopus was leaving. 2008 Otto was too frantic to recall what he recalled now.

A nightmare.

He remembered a nightmare he had once had of a zombie-like creature at his window with a putrid lazy sneer. More than the sneer of the strange humanoid beast, he recalled the long snaking tentacles that seemed to pull him under into a rippling grave of fantastic realms. Even at a very young age he did not believe in such things as unnatural sea monsters, but this had been overpowering, and the boy's imagination was strong. It had brought him to a place where sunken cities existed and watery wraiths pulled sailors to their deaths. It brought him to a place where whole islands dove beneath the surface because they were in reality some living titanic beast. Sea serpents barred long stringy teeth with seaweed-like fins which wrapped around one so one could not breathe. The toothed whales opened their jaws to devoir him. Terror gripped his heart with an icy slippery hold, and those tentacles would not release him from the state between drowning and death.

He almost felt the same fear now, but not because of silly sea tales that superstitious sailors once told each other long, long ago, but it was the realization that the subconscious of young Otto had held onto an image of that fear, that powerful force of the ocean depths, almost unfathomable to the human mind.

The massiveness of real-life creatures that truly lived in the depths came to mind: lampreys which clung to whales, real-life squids that could almost reach true kraken size, underwater volcanoes in a hostile alien environment. The octopus too naturally came to mind as a silent, slinking, devouring predator with far more finesse and surprise than a bone-headed shark. The ocean was closer than the empty blackness of space. It was always at man's door, and even to the present day it was a place of the unknown, of fear, and of power. But what had now come together to Doctor Octopus was that though the origin of the arms had been the tentacles of an octopus to represent that terror and that power, no matter how many other explanations he had always had for the inspiration of his creation, it had been originally the fear of his boyhood self for his future self.

The irony was maddening!

"Doctor Oct—!"

Otto was going to say "Octavius". Doctor Octopus knew that, but his mind had filled it in as "Octopus" either way, and either way this was the last moment he wanted to hear that pathetic little shrill of that mousy scientist. He all but smacked his face into Otto's as he turned to him so that they were mere inches apart.

Otto shivered back, but he ignored the growl Doctor Octopus gave him as he thrust a finger to where the future Octopus was disappearing. The sound of future's Octopus' hatch slammed shut, and after a blink, Doctor Octopus stormed back to his own pod to continue the time chase that would likely never end until all three anomalies of time dropped from exhaustion.

He wondered how his future self was able to fare through this. Surely he would be wearing out by now, but then he was not doing the frantic chasing. He was pretty much only calmly though with some pestering annoyances moving from time to time and trying to decide which time period would be the best to die in like a person at the supermarket trying to choose what to have to have for Christmas dinner.

After shoving Otto again into his pod, he grumped in after him and followed his future self once more.

He awoke this time with the same heavy glower with which time had taken him. He checked the time first. It was again late at night. Midnight. O-ho! How dramatic. The theatrics were starting to bother him. The date? July 19th 1977. Otto could not get much younger than this. He wondered why his future had not chosen September 18th 1976 and be done with it …

The sorry excuse for a family known as the Octavius' would be living in an apartment in the heart of Schenectady. His sister remembered this place more than he did. Not that it was a place one would desire to remember. One of the only memories he had of the place featured his miserable father coming home so drunk that aside from spouting off what might as well been the foreign language of some doomed race, had been hardly able to do anything but shove Mrs. Octavius onto the floor and fall flat on his face himself. According to Mandy there had been worse occasions than this one, but Otto did not remember them personally nor had Mandy and especially his mother spoken much of it. However he did recall now that Mandy had told him that the "den" with a boarded up wall which had once been his baby bedroom, a closet with a window really, had not been damaged by a broken drunken man, but an incident with burglars.

Burglars. Right.

Robbing that dump of an apartment? Easy access on the first floor it may have had, but he had a far better idea who had broken in.

However as he opened the hatch he found that it was not 2009 Doctor Octopus who had done the damage, for he saw to his surprise that they were actually inside the little nursery.

The room was on a corner. One low ceiling sloped upwards on one wall to the outside, the slimmer wall to the outside held a window covered now with curtains embroidered in tacky images of Mother Goose characters. In the darkness one could not see the baby blue shade of the walls, but a little braided rug could be made out which was laid out in front of the crib over the shag carpeting.

The pod barely had room to open without jutting into the window wall and the crib was directly on Doctor Octopus' left shoulder. He looked in the bed at the sleeping child. He had been a happy baby, he had been told. Not easily disturbed. It had been Mandy who had had colic. Otto had been a pleasant change. Though, the child would certainly be disturbed tonight.

Behind him, 2008 Otto looked over his future self's shoulder and turned rigid at the sight of the infant who he knew to be himself. It was a queer feeling, but Doctor Octopus had not room to feel anything but frustration and anger. Otto shivered and slunk back into the pod.

Where was 2014 Doctor Octopus?

2009 Doctor Octopus stepped out of the pod and lifted a curtain with a claw to look out the window. An empty alleyway took up most of the scene through the branches of a scraggly shrub of a tree.

With Otto still inside, he stationed two claws into the floor, which was cement beneath the shag carpet, and shoved the pod with his other two arms into the corner in the way of the door. He did not want it against the wall that was soon to be damaged, and he did not want Mother or Father trying to get in.

Okay that was two birds with one stone. Now where was his future self?

He listened. Otto stepping again out of the pod looked around warily too, but all seemed quite still. Crickets hummed outside the open screened-in window, and the air was sticky and pretty hot for wearing a heavy coat after all the excitement Doctor Octopus had been going through, but there was nothing unusual happening.

Then he saw it.

The snaking shadow outside the window.

As carefully as he could he slipped his own arms around the baby, but he knew that causing himself to cry was inevitable. Otto already made his complaints.

"What are you doing?" he hissed clenching his fists together. "You're going to wake him up!"

Once the baby was held he lifted him up and glided him towards Otto standing half in the pod.

"Here," whispered Doctor Octopus. "Don't make me regret giving him to you."

Otto backed up into the pod again and stared wide eyed at the waking infant beginning to squirm and to whimper.

"What?" Otto whispered looking up again at his grim-faced future self, and he shook his head.

Doctor Octopus pressed the baby towards Otto and Otto had no choice but to take him. No sooner had he taken him too when there came a crunch on the outer wall and the window shattered. Otto let out a cry and the baby with him, but as the future arm reached for the crib he tore nothing but plush and the wood beneath it.

The next wall crashed, but Doctor Octopus was already running into him with arms ready. The future Octopus growled as he came face to face with his fellow Octopus in time, but his eyes alighted on the two pre-Octopus' in the pod.

Fear buzzed visibly through Otto as from an electric shock, but he was already in the pod. He closed the hatch with speed that surprised Doctor Octopus and though future Octopus made to ram the pod, Doctor Octopus used his arms to stop him from damaging it. The pod disappeared.

Doctor Octopus let out a huff of relief, but it was cut short as future Octopus threw him out the hole into the alleyway and let out a roar. Then the lights of the parents' bedroom turned on, and there came a shriek from Mandy's room next to her baby brother's. And there were other lights turning on as well from the nearby residences.

"Why do you prolong the inevitable?" future Octopus demanded.

"You're me!" snapped Doctor Octopus derisively. "You know everything!"

And while he spoke he reached an arm into the baby's room and shoved the dresser and crib against the door.

He could hear the shouting of his father and the wailing of his mother, but there was nothing he could do about it now as future Octopus shoved him further away.

"You can't hide forever!" growled future Octopus. "You'll slip up eventually."

"If you live that long," Doctor Octopus hissed, who although ruffled up a bit was not much hurt as he had been able to protect himself from full injury with his arms.

It was good that he was focused on him however for out of the corner of his eye Doctor Octopus saw his pod return and Otto slipping out. He was headed back for the front door to the bottom floor apartment, presumably to put the baby in through that way.

Future Octopus appeared so preoccupied with the other Octopus that he did not hear the cries of the baby, nor did Doctor Octopus draw attention to them. But the door was locked, of course, and Otto growled with frustration and banged his head against the door.

Future Octopus too knew more then he let on. For as soon as Otto opened the front door an arm of future Octopus snatched the baby away and held the front door shut as Mr. Octavius tried to come to the cries on the other side.

Doctor Octopus grabbed the screaming 2008 Otto and threw him into his pod and dove in after him. He was not going see him kill the baby. He was not. He flung the dial backwards. He had reached a limit. He could not deal with this anymore.

"Burglars!" he scoffed. "Ha! More like terrorists or alien invaders!"

The pod disappeared into time and space.

Future Octopus paused here. The baby was still screaming in his arms, but his eyes were locked onto where the pod had disappeared. Mrs. Octavius was managing to get the baby's room open now, but future Octopus pressed a claw absently against it. Strangely enough, after a long pause, he placed the baby gently into the crib. He released his hold on the baby's door and the front door.

Just as Mrs. Octavius managed to squeeze in through to the demolished bedroom and catch the crib from falling over, the other pod disappeared as well. All that was left was a damaged bedroom, a dead baby tree, and a wailing infant in the crib.

The police who Mr. Octavius called were just arriving too, but the perpetrator could never be found. The little baby Otto Octavius, almost a year old in the crib and responsible one day for this damage, would not be in police custody for the first time for another thirty-one years.

This particular crime of Doctor Octopus however was eventually considered to be a sort of accident on someone's part with a vehicle which had not been intended to crash into the building, and though people involved were no doubt up to no good, they probably dropped their scheme after that. They had barred the family inside their home until they could take their strange vehicle away. They most likely were aiming for the government building across the street, it was thought. The only thing that could not be explained was that the crib looked as if it had been ripped with blades, but the baby himself had not been harmed. That and a couple eyewitnesses claimed that they had seen a pair of alien robots fighting each other in the alleyway.


	13. Chapter 13

JMJ

THIRTEEN

A deep and harrowing slumber overtook the dismembered cells of 2008 and 2009 Otto Octavius. Although they had no perception of time having gone by, when he awoke Doctor Octopus felt as though he had been in bed for weeks as he moved unsteadily. Knees like jelly, stiff in the joints, and a head still half asleep, he used his mechanical arms to help him to his feet, and he rubbed his head with a grunt and a protruding lower jaw

Otto was still on the floor and with eyes still shut he let out a heavy groan and curled into himself like a cat, but shifting around by either party on the slightly tilted pod floor quickly became a bad idea. It tipped further suddenly, and now quite awakened Doctor Octopus tried to use his arms to balance the pod. It was to no avail, and where they were falling to could be from Empire State Building for all Octavius knew or even the highest peak of Mt. Everest for that matter. Both Octavius' cried out as the pod fell onto its side. It bumped and scraped and slid as though they were going blind down a water slide. Then came the splash, but there was no sound of water.

On top of each other in a tangle of arms, the pair of Octavius moaned.

As Doctor Octopus focused his eyes he glared upon 2008's foot. With the help of his arms he removed his younger self roughly from off of the top of him, and he growled.

Although in all other respects Doctor Octopus could feel nothing but rage and frustration he felt satisfied anyway that he had been able to make the pod able to withstanding a bit of bouncing about even if it could not withstand the might of the future arms all that well.

A few moments of silence followed after the pair had reoriented themselves in the now sideways craft.

Finding his glasses which were miraculously unbroken, Otto put them back onto his face and read their location on the screen. He gasped.

"We've arrived at the—" he started, but Doctor Octopus only opened the hatch.

It proved difficult to widen it far, and snow piled in around them.

Ignoring the small cry of Otto, Doctor Octopus pushed it all back out with his arms before climbing out onto the snow on the side of this mountainous heap. The air was cold and dry, the sky gray and it seemed the snow was freshly fallen—at least the top layer. The snow was thick and deep, and they appeared to be in some sort of giant rock garden.

"We must be on a glacial ridge!" exclaimed Otto looking about him with near kitten-like curiosity despite himself as he adjusted his glasses and rubbed his cold hands together with a shiver. "The bulk of the raw materials which will eventually be used for the time pod must have been deposited here during this ice age! This would be spectacular if not for the circumstances!"

Doctor Octopus did not answer nor did he look back.

Returned from his momentary scientific elation, Otto lowered his head.

For a few moments again they stood uncommunicative, and then Otto lifted his head.

"What are we going to do?" He paused twiddling his fingers and then said in a very low tone that just barely reached an audible level over the sound of the wind beyond their shelter of cliffs, "I—I—I suppose I already know more than a man ought to about his future but…What happens to me?"

Doctor Octopus did not hear this last question nor its additives as he was still on the first. He did not care where he was, how far back in time they had gone, and he had not the faintest idea how to solve this problem. Glowering into a towering snow bank near at hand, he pressed on further into the maze of stone and snow.

He just wanted to think. He just had to think in peace, and what better place to think in peace than a prehistoric ice age as long as his past self would shut up. He trusted that it would not take long for him to get the message, though. Otto Octavius had never been one for idle chatter. Then there would be practically an eternity to think in silence about how to untangle this mess he was in before his future self would enter his own time line to destroy himself.

Unless, his future self could stop him from going back to this time period by going a few moments earlier than when they had all appeared at the infant's crib, or perhaps just go back earlier still and kill his infant self. But what would matter more? Where he was now in this ice age before the name Octavius had ever been uttered by an ancient ancestor? Or where 2009 Otto Octavius was chronologically in the rest of his time line?

Doctor Octopus shook his head.

He was not dead yet, so he could not worry about such things.

Over the edge of a rise he could look down into a flat bottomed valley of nothing but untouched blinding snow rimmed in dagger-sharp and ragged rock. Perhaps it was a frozen lake or a place where one had dried up. All was dead it seemed on the ground; though he did at some point hear a bird scream overhead. He closed his eyes, allowing the chill in the air to take him. It was almost refreshing from how hot and angry he felt inside and how oppressively sweaty Schenectady had been when he left it.

He could hear the footsteps of his trudging younger self behind him, and he could almost hear his teeth chatter and he was shivering terribly.

Rolling his eyes he pulled his arms into the harness and closed his claws narrow so that he could remove his coat. Then with a claw and without looking back he dropped the coat onto the head of Otto. He did not want to get his younger self dying from exposure or anything. Perhaps prehistoric pre-ice age would be better if they were not trampled down by a dinosaur.

As Otto put on the coat he watched the arm which had given it to him withdraw and lean over its master as though to join him in his view of the scene below. Though, without his coat now even the heated Doctor Octopus had to leave the scene behind him to avoid the full force of the wind.

It would be better to think in the pod.

Or go someplace a little warmer.

He needed stimulus was really what.

If only he had some coffee.

"It's the arms, isn't it?"

The low, almost dark tone sounded very queer coming from pre-Octopus Otto Octavius, but as Doctor Octopus stiffened and turned suddenly towards Otto, he could only frown unimpressed by Otto's severe eyes over his dourly set teeth.

"What?" hissed Doctor Octopus, the arms twitching with their host's irritation.

He may have been unimpressed with his younger self's demeanor. The severity and self-assurance, as silly as it looked on him anyway, gave way to his usual cowering nature under Doctor Octopus' leer. He sunk into his coat and swallowed hard, and yet his voice had not wavered out entirely and the severity in his voice remained. It was a voice that carried enough strength to almost be taken seriously. The tone was not so much what caught Doctor Octopus' attention either however had it not been for the words it carried.

"This situation is a paradox," he continued.

"It's time travel," muttered Doctor Octopus. "No one has yet been able to explore the ramifications of it."

Otto shook his head. "If you're trying to protect me now then why isn't it that in the future I have not, in my decision to keep myself from getting killed, been able to stop that … monster from becoming what he is to begin with. It's all Otto Octavius. I'm not three separate people. Unless …"

Doctor Octopus' frowned deepened.

"It's a paradox unless even with the knowledge of what is to come in my future I still _allow_ this all to happen."

Doctor Octopus snorted, but it was more of a warning growl than a brushing scoff.

He knew how much Otto had seen and observed. Easily he would have pieced facts together. Coward he always was but never a fool.

The poison of corroding machinery in one's body after an event as that explosion which had no doubt damaged its protective casing in order to become one with its organic host …

In a hollow voice Otto uttered on as though a ghost, but then he was a ghost. A ghost of a time when Otto feared and cared too much and was destroyed for the weakness of a guilty conscience, which allowed Spiderman to find him.

"Even with all my knowledge," he said, "of the events at your point in time I will not give up the—"

With a roar that might have set off an avalanche Doctor Octopus in a fit of passion swung a mechanical arm into Otto, cutting him off. With the wind knocked out of him Otto sailed into a snowdrift just missing a collision with a deadly stone in the cranium.

Plumes of smoky breath steamed out of the growling form of Doctor Octopus whose head bowed forward like a bull about to charge. With teeth set and fists clenched and eyes blinded by rage for a few moments more he remained suspended just a few feet off the ground where the arms had lifted him upon his throwing his younger self without thinking. Yet as Otto from the necessity of escaping the chill of the snow pushed himself onto his knees and clutched his stomach where he had been thrust backwards Doctor Octopus remembered feeling a pain in his stomach that day of setting up illegal experiments even before he knew they were experimenting on human subjects. He had thought it had been caused by stress, for he had not noticed it until after the phone call that woke him from sleep that morning. It lasted too after the mystery of the experiment had been unveiling the next day as well as a few other aches and pains.

At least he knew now that he was not as physically weak as he had supposed himself to be to conjure up pains from fear and guilt. Somehow, however this just made Doctor Octopus more annoyed.

He pulled back a few tentacle steps and though he continued to leer, his consciousness over his emotions had returned. He could not risk harming that miserable little guppy anymore than he already was no matter how irritating.

Not engaging with his future self but only with his present thoughts, Otto pulled his arms against his chest and shuddered miserably. With a moan, he rocked back and forth on his knees a little feeling utterly sorry for himself.

"Oh, get up," growled Doctor Octopus. "Get in the pod before I freeze to death."

After a moment, Otto nodded wearily and lifted himself to his heavy feet. Hardly had he taken more than two steps when another arm not of Doctor Octopus' will whipped through the air and sent him into the snow a second time.

Doctor Octopus gasped, but death did not echo to his present form as when the future Octopus had just about killed Otto the first time. He leapt between his future self and the heap of flesh in the snow and barred the way with his tentacles as a fence in front of him.

The future Octopus leered a moment in silence at the panting Doctor Octopus. He cocked his head with almost animal-like curiosity or the morbid interest of a Terminator. Like a cross between both he set his weapons at the ready, two on each side like an alpha with its four best of the pack. His decision was made, and in a second almost too fast for Doctor Octopus to react. The future Octopus aimed his claws, all four, straight for for the heart of Doctor Octopus.

 _CRASH_!

The arms clanged together just in time to save the violently pumping organ. Two flashlights shattered on contact, and it was only quick thinking that saved the arms from further damage as Doctor Octopus flung his arms away just in time before the claws of the future snapped all four of his claws right off like popping dandelion heads. He rode on his arms over a ledge and snatched Otto from the ground, rolling him away from the fight.

A future arm snatched at that same arm, and Otto just barely scrambled out of their collision himself.

Planting two arms in the ground Doctor Octopus attempted to throw his older self, but he had barely lifted him before future Octopus had thrown him. He smashed onto the side of a cliff, and his arms slipped on the ice on the rock, and his bones collided still. Not enough to break them, but as he was released from the future hold he fell limp and almost passed out. In fact for a few seconds he allowed the future Octopus to believe he had lost consciousness if only to catch him off guard long enough to somehow fight back after falling into the snow.

Future Octopus either was not falling for it or did not care, however and would have ripped his head clean off had not Doctor Octopus used an arm to pull out of the way and up onto the rocks.

Thus they fought along the stepping stones on the sea of snow. Doctor Octopus remained for the most part on the defensive, for he was not sure how to fight. If he fought the arms of the future it would be futile. If he actually succeeded in reaching the flesh of the future he would surely kill him. It would not be long before he would not have a choice, but he resolved to resist it as long as he could hoping that he could outlast his future self. Surely he would grow tired eventually, but he could see that he was using every spare ounce of energy in this fight. It was a fight that his future self did not care if he could walk away from for it would end both combatants if he won.

Smashing rocks, climbing to and fro, long tentacles thrashing and swiping claws, it was a queer sight to behold. Otto did what he could to stay out of the way of the rubble, and it did not take long before the duelers were far enough away from him for that not to be a problem. But he did not want one arm out of his sight for fear of it swooping in for the kill. Both him now and his intermediate future.

Just missing Doctor Octopus's head by mere hairs, future Octopus wrenched out his claw from the cliff face. A small landslide of icicles and severed rocks tumbled down, and Doctor Octopus shielded himself well enough. An angry cry came from his future self causing Doctor Octopus to pause and to look back from where he had leapt.

A burning fear overtook him for his future existence. The image of his frail future self being crushed beneath the rubble around the corner of the stone wall was not hard to ignore, but another loud growl echoed soon afterwards, and it cannot be said that the sound brought Doctor Octopus relief.

An explosion of rocks erupted out of the snow from which the future Octopus emerged. Again Doctor Octopus just barely leapt out of the way leaving future Octopus to demolish another stone outcropping.

 _Forget fighting like Electro_ , Doctor Octopus suddenly thought in anger despite everything. _Now my future self is fighting like Rhino!_

But even Rhino's methods had their good points, and a mentally distracted Doctor Octopus even for that second was all that the one-minded future Octopus needed to snatch his prey. Or at least he snatched a claw which was snapped off leaving an arm defenseless.

" _Rah_!" snarled Doctor Octopus as he looked up at the spark flying from the writhing end of the tentacle like a snake without a head.

In that surprise future Octopus was able to snap off a second claw with ease.

With a determined growl, Doctor Octopus leapt over the top of the future Octopus and at the same time swinging a remaining claw beneath his future self in order to trip him up. Sure it was a Spiderman tactic, but it seemed to work at first. That is, it worked until a gliding future claw cut off the desired third claw suddenly from behind in a similar tactic.

 _No_! he thought.

Grabbing him by the harness then in lightning flash of speed, future Octopus smashed his younger self against a stone wall. The arms saved his spine from breaking, but he felt it stronger this time. Maybe he was just wearing out and had been bumped around one too many times. Maybe without the claws there the arms could not absorb the shock as well.

Doctor Octopus' eyes narrowed as the future Octopus brought himself towards him. He flashed out a single deadly, glinting blade from a free arm, for he had two arms holding down his younger self. But Doctor Octopus was not paying attention to the blade as much as he took note in the sparking life support system.

His eyes widened, and he looked up at the face of his future.

 _The landslide did some damage, after all,_ he thought.

Weakness was beginning to appear in future Octopus' wrinkled brow. Even the blade he had prepared for skewering some part of Doctor Octopus' body began to shake with unsteady concentration. A swirl of steam hissed through future Octopus' grinding teeth, and the arms, as advanced and elegant as they were began to falter as their controller let out a nauseating groan. Sinking to the ground below, he released his hold on his past self and came to his knees like a broken gladiator in Roman style.

With only one claw left, Doctor Octopus lowered himself with care to the ground as well, and he stepped up to his future self gasping greedily for oxygen he could not take in. With great effort, the future Octopus lifted his head towards him and barred his teeth with a growl, but Doctor Octopus did not move as the future arms only shuddered and lifted themselves flimsily like sickly eels.

"If we get back to the time pod now," said Doctor Octopus crossing his arms staunchly. "We can get you back to the hospital in time to save your life."

A rabid leer was the only response future Octopus graced him before he collapsed on his side in defeat. A low growl escaped him and a babyish moan. But despite his taking his defeat childishly, there was nothing childish about the reality of the danger for his life. With that thump of a drop Doctor Octopus' solid stance softened a little. Fear buzzed through him at the sound of that grinding, wheezing breath and writhing body then. He look like a dying insect about to curl up and blow away.

" _No_ ," Doctor Octopus growled and dropped to his knees himself.

Surveying the damage he saw that most of it was in the battery pack more than the life support system.

Maybe…

He unscrewed the opening on the front of his harness for his own battery pack, but before he could pull it out the wrenching fighting sound of his future self interrupted him as he scraped voice and breath like a grinder with nothing left to grind. The breaths were so thin and so painful Doctor Octopus felt sick himself. His present breath grew a tad shallow as he thought of that straining heart squeezing its last ounces of strength and he shuddered suddenly with the knowledge that it would one day be his own. As the future Octopus forced his eyes open once more it was only to look with such utter hatred. Not for Spiderman. Not for anyone else but himself.

Doctor Octopus tore out his battery pack and almost dropped it in the snow. He managed to pick it back up and then he took the batter out of his future self's pack. Screwing it in as quickly as he could he listened to the harness hum to life again, and the life support system try to whirl steadily, but it seemed only to make it worse.

"No!" shouted Doctor Octopus again.

A last wheeze was released as though with more ease than the one previous, but it was at that moment that future Octopus' tenseness fell away too. He grew as limp as his ragged black coat and became only an empty piece of machinery on the otherwise working circuit of the harness and the arms. There was no mind to control them, and in death they now only provided electrical heat.

Doctor Octopus' face twitched a little, his eyes wide with disbelief, with horror and anger. His lip curled, and then squeezing his eyes shut he let out a painful roar of rage in which his severed arms joined his flesh ones in a passionate display of astringent despair. It echoed through the empty labyrinth of stone and snow. It echoed into the valley and on for miles around, but the only person who heard it was himself. At least the two of them.

Otto who had caught up with his future selves by this time trembled in his coat as he looked on upon the lifeless heap before the raging Doctor Octopus.


	14. Chapter 14

JMJ

FOURTEEN

"NO!" snarled Doctor Octopus throwing off the front plate of the harness around his limp future self. "NO! NO! It can't end this way! I won't let it! I won't!"

He had never revived anyone before, but he understood it enough to attempt it. He also understood the low likelihood of CPR actually working, especially in this environment and with the condition 2014 Otto Octavius had been in. And if even the life support pack was unable to revive him, this certainly would not. But he was frantic. Beyond reason. He threw off the life support system—at least the life support system that was not the tubes jutting into his chest—and did what he could. He pumped and blew, but nothing happened. He fumbled with the life support system again with shaking fingers numb with cold. Reattaching it to the harness he tried to get it to work again. It hummed on, but there was no life in the future of Doctor Octopus. As he pressed his ear to his chest both heart and lungs sounded as if the machine was trying to blow air through a straw plugged with wet sand.

Behind him, Otto was only able to stand with the support of the stone brace into which he was pressed in the side of a towering cliff. He closed his eyes with head bowed, and he cringed as he pressed himself harder against the stone. The sight of Doctor Octopus' madness was almost worse than the dead monster on the ground.

" _Grrr_!" growled Doctor Octopus, and he threw his head towards his younger self suddenly. "HELP ME!"

Staggered, Otto popped his eyes open in alarm, but he quickly shook his head. "There's nothing that can be done!" he squeaked and almost choked.

Doctor Octopus returned his gaze to the dead Doctor Octopus in front of him and he shook his head too. For a few moments more he stared at the ragged face. Behind the gaunt and twisted mask he recognized all the features as his own. The nausea in his stomach grew to such an extent that he felt as though he would throw up. Squeezing his eyes shut, at last he could look no more.

"D—doctor…? Dr. Octavius?" shivered Otto in a quiet little voice.

A moment longer, Doctor Octopus lingered, and then with a heavy sigh, he lifted himself to his feet without the use of his damaged arms.

"We have to get him out of here," he said in a hollow tone as he stared into the empty snow across from him, and he wiped his mouth, finding that he was bleeding in the jaw. He glowered at the blood now on his hand.

Otto winced. "What?"

"He can't stay here for some brainless future archeologist to find," Doctor Octopus clarified, and after taking back his battery, he wrapped up the broken body and lifeless arms in two of his severed arms. "We must take him to his own time. It's time for all Otto Octavius to return…it's over."

Otto nodded solemnly.

#

It took a bit of creative thinking and a couple stops to get both pods to appear after the events of his 2014's initial decision for self-destruction and his disappearance into time, but they managed it well enough. Doctor Octopus thought that the best place to leave his dead future self was in his own lab. Here he laid him in the middle of the floor with the utmost respect. For a long time both he and Otto stood in that lab as though at a funeral service in all reverent silence that in time was interrupted by the return of Tinkerer. 2008 and 2009 Octavius took his leave…

"I'll stop this," said Otto in a calm voice as they stood in the unopened pod at their next destination.

Doctor Octopus made a face and wrinkled his nose.

"I promise," Otto continued as though he thought Doctor Octopus did not believe him. "I—I'll make sure the accident doesn't happen. I have no feeling but loathing for them now—those arms. I'll give them up. I'll go someplace far away. Leave New York. Start over somewhere else. London, Paris, or Tokyo."

"Disney Land," muttered Doctor Octopus dryly. "Indeed."

"Well, surely you don't intend to go on with this cycle of madness!" exclaimed Otto.

With a roll of his eyes Doctor Octopus opened the hatch and glared impatiently at Otto. Otto raised a brow. After a moment he complied with his older self's desire to take up the rear, but as Otto stepped out he jumped in surprise to see that they were not at his apartment or anywhere else that he recognized.

Holding his breath briefly he turned around in an attempt to return inside the pod.

With the remaining claw Doctor Octopus pressured him forward nonetheless out onto the tiled floor in the midst of the tomb of forgotten machinery. A second time machine stood across from them. The only light came from the pod itself until Doctor Octopus found a light switch for his little underground closet of the future.

"Where are we?" gasped Otto.

"I can't afford to rely on you to determine the fate of Otto Octavius," retorted Doctor Octopus calmly shutting the pod behind him. "All that's happened does not change the fact of who and what you are."

"B—but—!" cried Otto backing away from his future self uneasily. "After all that's happened, I—what do you intend to do?"

"You're weak, Dr. Octavius," said Doctor Octopus staring down at the cowering mass as though he was already making his point. "A spineless worm. When you go back do you honestly think you will make the life of Dr. Octavius better? Mr. Osborn is a crony for a crime lord. You've figured that out by now. You'll be dead if you leave the country or any such absurd thing that makes paranoid overlords squirm. At least on the day to which you are about to return, anyway. And even if they did leave you to go on your merry way, I don't want to know what sort of miserable situation you will get yourself into next."

"I—" Otto tried to say, but Doctor Octopus would not allow him.

"Weak! Miserable! Worthless thing that you are! No different from your father who could not handle life so much that he killed himself by drink and took it out on his family! Worthless like your mother who was so lonely she would grab onto any man that stepped into her life next such as that insufferable Mr. Hoffman!"

"But—!"

"No," came Doctor Octopus' firm reply. "There's no reason to debate over this. I've already consulted myself on the matter. There's only one thing that can be done, and that is to make myself go through everything until my time."

"But how can I possibly just go on like nothing's happened?" cried Otto throwing his hands imploringly out in front of himself. "I can't allow this cycle to go on! I can _never_ be you! Calling myself 'Doctor Octopus' is bad enough. Yes! I'm a spineless worm, but you're no better! You're psychotic!"

"Oh," muttered Doctor Octopus who had by now spotted the old memory wiping machine tucked neatly away on a shelf. "You will have no choice in the matter, I'm afraid."

In a sudden movement he grabbed Otto then around the middle with one of the severed arms.

After a cry Otto tried again to protest and to plead, but Doctor Octopus had no intention of listening to him. Taking the band he placed it onto his head with his remaining claw. Then turning on the machine he flipped the switch.

"Please!" begged Otto, but the machine had done its work.

All memory of the time machine and everything that had happened had been erased, and Doctor Octopus stared down at his limp unconscious form in his arms with an almost emotionless expression. Then after a moment or so he administered also a sedative to Otto so that he would remain asleep for some time. It would not be as good as a true night's sleep, but it would do enough so that Otto was not completely exhausted when he would find himself waking suddenly on a bus to Oscorp.

In the most comfortable part of the closet, Doctor Octopus laid him, which unfortunately was not that comfortable. He applied, also while Otto was asleep, the false memory of waking up from Mr. Osborn's phone call with his memory machine; though he had never used that feature before and could not be certain it would work. The only thing that encouraged him about it was that he himself remembered waking from the phone call even if only vaguely. Therefore it must have been successful.

Later, in disguise, he helped a still groggy Otto onto a bus. He seated himself groggily on his own, and Doctor Octopus remembered also that the time between waking up by the phone call and arriving at Oscorp on a bus was a complete blur. Or rather the absence of the memory. At the time of the occurrence it had confused him a little, especially since he had arrived in a bus instead of a cab. But he had forgotten it all rather quickly once his job had been placed before him.

The time line was back to normal.

That was all the mattered.

And yet…

Somehow he could not bring himself to go back to his own time just yet. Back at the apartment after he was sure that the 2008 and 2009 Octavius' at the beginning of the time fiasco would be gone, he sat down at the table with a cup of coffee from the pot which still had a little coffee left. It had not yet lost all its warmth, but it would not be long, nor did he feel like reheating it. Taking a sip in an otherwise motionless manner he leered with a face to the wall through which he would break in early November of this year.

 _What a peculiar thing time is_ , he found himself thinking.

It was simple. An infant understood it well enough: first something is one way and then it is another. First a wall is clean and untouched save for the laughable photos hanging there of his intellectual achievements with Oscorp and Tricorp. Then it is demolished. Nothing could be simpler, but he found himself pondering over the concept as though it was a conundrum of the utmost complexity. But then were not usually the simplest things in life also the most complicated when one tried to break it down scientifically and analyze it from a close perspective. Though he revolved the concept, utterly churned it into mulch, he did not get anywhere with it until at last his mind wandered off and he did not know exactly what he was thinking.

In some ways he felt canceled out as though his mind had reached a certain impasse through which he could not go on, but he did not feel trapped. Lost, maybe—a thing wholly new to Otto Octavius as Doctor Octopus.

After all that had happened, and he had only had one sip of caffeine, after a few hours he found that he had been asleep, for he suddenly woke up with his head in his arms over the kitchen table.

The pain and aches from the fight in the ice age all fell upon him now, but his first thought was to look at the clock.

He relaxed.

Otto would not be back for a few more hours.

Closing his eyes then he sipped the last of his cold dark coffee, and he ate a slice of toast with a thick spread of butter that he quickly made in the toaster. Then, rising slowly, he cleaned up the mess that he and Otto had left behind however long ago that had been in their bodily forms rather than time.

Seating himself on the sofa now he took the time machine he had to shove inside with his arms for lack of the time machine working properly, and he began to work a little with the wires to make sure that he would get where he wanted to be when he arrived at his own time.

When that had been accomplished he paused once more, and then turned on the machine set for himself at the exact time he left. He put the time forward then for five minutes. Without hesitation he moved on. For the last time he awoke from time's slumber, and for the last time, he stepped out of the pod. He glared at the floor a few moments before looking around the empty command room from which he had first set out on his little adventure. The screens still showed him all that was happening outside of the walls. Near surreal did it feel to look upon his work he had left behind. Only five moments ago he had come up with the idea to find out if Doctor Octopus had succeeded.

 _No_ , he thought. _Not with the decisions he made anyway …_

But could he still fix this?

He thought over the plan and analyzed it for weaknesses, but he shook his head. The motivation to think about it was as thinking about a plan that had already failed, and it had in all sense to him. It would fail literally. It would fail in the long run. There was no reason to go on with it.

He turned around suddenly and regarded the time pod with some disdain as though it had just said something to him rather stupid. Then after a few moments more he closed his eyes as though it had been something so stupid that there would be no way to respond to it as one claiming that the grass was pink and purple rather than green.

 _SMASH_!

In a sudden violent motion in which his body did not move, the remaining claw grabbed the side of the pod and crashed it into the security screens. He smashed it a second time against the tiled floor, and again and again. He took a wrench into his hands and began to smack it. He gutted the inside then with his claw, trashed the machinery aside far more easily than its outer casing. There was soon nothing left of it but chunks of metal and wires inside a dented pod.

Again he paused, staring with grim satisfaction down at his work. Reaching into his little side closet from which the pod had been originally taken he found also the blue print and plans for the machine. These he threw into a crate and most of the time machine minus the pod with it. He took his leave of the command room without anyone suspecting there to be anything wrong for he had made it soundproof as well. He walked silently through the halls with the finesse of a cat.

Out into the streets he took his crate wrapped in one severed arm. He could not rightly use his arms to walk with very well having only one claw, but he did manage to slowly climb his way over to the dockyards where he came to the top of an abandoned building overlooking the bay. With his claw then he plunged a hole in the ice and broke a big enough gap into the sea to throw away his damaged wares. Opening the crate he reached out the papers and then tossed the damaged pieces of time machine into the water. The crate he threw in after it. Then taking the papers he ripped it up into tiny pieces and tossed them into the wind.

Well.

That was done.

But what was he to do now?

His future self no longer had a time machine. That in itself was a good thing unless he figured out a way to remake it, but time machine or not, there was still the looming future. The next time he was caught they would remove his harness with or without his consent. In order to continue Doctor Octopus he would have to attach the harness back into his spine. The same one. A new harness may not have the same link that this one had. It was a part of his mind now because of the radiation of the exploded sun. There seemed to be no escape, but there was another thought pressing upon his mind as he stared at the ripping hole in the bay.

His desire to be Doctor Octopus had been greatly severed. If he returned now there would be little joy in it. It would be a fight. A fight that would never end until he died, and he had no doubt that it would be in his own explosion now without him to stop himself. He would become that irrational creature that tried to kill him.

Though he tried to avoid it, there was only one answer that was pressing in his mind like the squeaky little voice of pre-Octopus Dr. Octavius that was still alive in him no matter what he thought. One could not escape oneself after all. It was that same miserable weakness that eventually caused his downfall. Doctor Octopus was a failure!

He growled.

A failed experiment!

He sighed.

The only way to escape would be to allow them to remove his arms and not put them back on again.

Now he could, of course, make the most of the time he had left before that happened. He could try one last attempt to kill Spiderman or make one last impact on the city, but he couldn't. He lost the motivation. Yes, even the motivation to destroy Spiderman. For the first time since that fateful explosion truly he saw the wrong in killing him. Whatever had happened, it was out of Spiderman's character to have tried to purposely kill him, a weak little scientist wormy and revolting or not. String him up like a part of a mobile, certainly, but not kill him. Any fool with half his sanity could see that.

A sorrow he hated to feel swelled up inside, the sorrow of a child who could no longer go on with his tantrum. He was tired. Tired like an old man. That baby in Schenectady had been one Octavius too many! He felt utterly ancient. He had been alive during the ice age for all that was worth.

He was sick of thinking about and analyzing in any time or form Otto Gunther Octavius. Someone else could think about him for a while.

#

"Doctor Octopus," came a voice on the communicator in the broken command room locked from the outside so that no one could enter without the use of a specialized claw. The voice was that of the Vulture and he sounded concerned if not incredibly impatient. "Doctor Octopus, do you read me? Has something happened? It's long past overdue. Otto! Are you there? The Six have assembled for hours! They're getting restless! What's happening? Otto!"

"Isn't that him on the TV?" muttered a deep confused voice muffled further back.

"What are you talking about, Rhino?" Vulture demanded.

"That's him alright," said the annoyed voice of Sandman. "Right there. He's in police custody!"

"What!" Vulture snapped.

The line went dead.

#

"After managing to sneak to the window of Captain George Stacy's office, Doctor Octopus claimed to want to turn himself in," said the newswoman, "and that he was allowing Captain Stacy to take him in personally. As the criminal dryly calls it, he is giving himself up as a Christmas present. Although the notorious criminal mastermind is now behind bars, police remain on alert for anything suspicious. This is not the first time that he has claimed reform, but so far he seems to be giving away a plot that had been timed to go off at midnight Christmas Eve. The conspirators in the plot, the Sinister Six among others, are thought to be all arrested at this time, captured with the helped of the Spiderman. All except for a certain Carolyn Trainer who has not been yet found. The hideout has been searched, and the entire area has been put under police surveillance. It is being considered that former scientist Dr. Otto Octavius be readmitted into Ravencroft in the hope of his rehabilitation; though he is still being questioned about his attack on Pr. Chet Boraas at this time. Only time will tell if this is indeed all a sign of Doctor Octopus' truly putting up his tentacles for good or if this is yet another elaborate scheme of the self-proclaimed Master Planner."

END

* * *

 _NOTE: My sis and I would like to dedicate this fic to our good friend DryBonesReborn who I always considered the Doc Ock girl and who supported this project from the beginning. ^-^_


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